revenues, industry practices and other factors. For example, bonuses paid in respect of fiscal year 2006 were paid in cash and restricted stock units, with the equity component generally representing 38% (or in the case of the members of the management committee, 50%) of the total incentive payout. Greenhill believes the use of significant equity-based awards as part of the compensation program will support the achievement of the firm’s long-term objectives and stockholder value creation, further align executive and stockholder interests and promote executive ownership. Performance bonuses are only granted once a year, generally at the meeting of the Compensation Committee held in January once the revenue and other financial information is available; however, we often make restricted stock unit grants to new employees at the time that they join the firm to foster a sense of ownership.

The restricted stock units generally will vest over a period of five years, consistent with our desire to maximize long-term retention of senior professionals. Restricted stock units generally vest pro rata over a five year period but may also be subject to cliff vesting at the end of five years. Restricted stock units are only transferable in limited circumstances. We pay dividend equivalents to the holders of unvested restricted stock units.

Profit Overrides.    In addition to base salary and incentive compensation described above, those executive officers who also serve as members of the Investment Committee of Greenhill Capital Partners (which we also refer to as ‘‘GCP’’), which manages our private equity funds, and other employees who have played significant roles in the investments made by Greenhill Capital Partners or our venture capital fund, Greenhill SAVP, may receive as additional compensation in any fiscal year from profit overrides allocated to such executive officers in previous fiscal years (subject to achievement of a minimum investment return for our funds’ outside investors). Profit overrides in respect of any new investment are allocated on an annual basis in the same year as such investment is made to employees based on the recommendations of the chairmen of the respective investment committees; to the extent that any portion of available profit overrides was not allocated to specific individuals at the beginning of a year, such unallocated portions may be allocated to employees as a performance bonus in respect of the investment. Up to one-half of the profit overrides payable by the investors in our funds is allocated to employees in the year each investment is made. The remainder of the profit overrides is allocated to the firm. The ultimate value of the profit override in respect of an investment will not be determinable until that investment has been fully divested or otherwise monetized by the fund in question, a process which can take many years. No portion of such profit overrides is paid to employees until such time as the profit overrides are actually paid to the firm by the funds. Profit overrides are subject to vesting, generally over a period of four years, and may only be transferred under limited circumstances.

Other Forms of Compensation.    We provide Mr. Greenhill with a car and driver. In addition, Mr. Greenhill uses an aircraft owned by the Company for personal travel; Mr. Greenhill reimburses us for the costs associated with the use of the aircraft. We do not provide any other perquisites to Mr. Greenhill or any other employees. We do not have any pension, severance or deferred compensation plans, except for our qualified 401(k) plan.

        Allocation of Compensation

Bonuses (including cash and restricted stock units) are awarded once at the beginning of each calendar year in respect of performance for the preceding year. In order to determine the amount of bonuses to be awarded to the executive officers, we begin by determining the available bonus pool, which is calculated by multiplying our revenues for the immediately preceding year by a percentage (determined by management but not to exceed 50%), and subtracting from that number the salaries paid to all employees and the bonuses payable in respect of the preceding fiscal year to all employees other than the managing directors. The remaining amount is then available for payment of bonuses to managing directors. Management then reviews the relative contributions of each managing director, including the named executive officers, including contributions made to revenues (both advisory and merchant banking revenues), business development and the expansion and development of the firm. On the basis of this review, management then makes a proposal to the compensation committee regarding the total amount of bonus and the allocation between cash and restricted stock units. A proposal for the allocation of profit overrides is made by the chairmen of the respective investment committees based on a similar review of the contributions of the employees involved in the merchant banking business.

11

Table of Contents

In determining the amount of compensation of the named executive officers for 2006, the Compensation Committee considered the contributions to revenues, business development and development of the firm of all of the officers. In addition, in the case of Messrs. Bok, Greenhill and Niehaus, the Compensation Committee also considered their contributions to Greenhill Capital Partners, both contributions to the generation of revenue and to the sourcing of new investments. In the case of Mr. Liu, the Compensation Committee considered Mr. Liu’s contribution to the establishment of the firm’s new venture capital fund, Greenhill SAVP.

Executive Stock Ownership

All of our executive officers own significant amounts of stock in Greenhill. See ‘‘Security Ownership of Directors, Executive Officers and Certain Beneficial Owners.’’ Pursuant to agreements that were entered into at the time of our public offering in 2004, our executive officers have agreed not to transfer the shares they owned at the time of the public offering for a period of five years following the initial public offering other than in certain limited circumstances. In addition, new grants of restricted stock units made to such officers as compensation are subject to restrictions on vesting. In addition, all of our executive officers have made significant investments in our private equity funds. As a result, we believe our executive officers have a demonstrable and significant interest in increasing the stockholders’ value over the long term.

Tax and Accounting Implications

Policy on Qualifying Compensation for Deductibility.    Section 162(m) of the Internal Revenue Code limits deductions for non-performance-based annual compensation in excess of $1.0 million paid to certain executive officers. Our policy is to maximize the tax deductibility of compensation payments to our executive officers. We may, however, authorize payments to executive officers that may not be fully deductible if we believe such payments are in our stockholders’ interests.

Accounting for Stock-Based Compensation.    Beginning on January 1, 2005, we began accounting for stock-based compensation in accordance with the requirements of FASB Statement 123 (R). This accounting practice has not caused us to change our compensation procedures.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee, comprised entirely of independent, non-employee directors, is responsible for establishing and administering our policies involving the compensation of our executive officers. No employee of the company serves on the Compensation Committee. The Compensation Committee members have no interlocking relationships as defined by the Securities and Exchange Commission.

Compensation Committee Report

The Compensation Committee of the Board of Directors of Greenhill has reviewed and discussed the Compensation Discussion and Analysis with management, and based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Proxy Statement.

Compensation Committee of the Board of Directors of Greenhill & Co., Inc.
Steven F. Goldstone, Chairman
Stephen L. Key
Isabel V. Sawhill

12

---

Table of Contents

Executive Compensation Tables

Summary Compensation Table

Name			Year			Salary			Stock Awards (1)			Non-Equity Incentive Plan (2)			All Other Compensation			Total
Robert F. Greenhill Chairman and Chief Executive Officer			2006			$600,000			$1,474,436			$3,864,838			$6,905,418(3)			$12,844,692
Scott L. Bok U.S. Co-President			2006			600,000			971,362			2,460,734			8,772,244(4)			12,804,340
Simon A. Borrows Non-U.S. Co-President			2006			621,961(5)			1,443,845			3,750,272			1,761,264(6)			7,577,342
Robert H. Niehaus Chairman, Greenhill Capital Partners			2006			600,000			396,262			887,556			20,372,605(7)			22,256,423
John D. Liu Chief Financial Officer			2006			600,000			225,194			925,477			197,283(8)			1,947,954

(1)

These amounts reflect the expense recognized for financial statement reporting purposes for the fiscal year in question in accordance with FAS 123(R) of awards made pursuant to our Equity Incentive Plan and includes amounts from awards granted in the indicated fiscal year and where applicable prior years. In addition, in January of 2007, the named executive officers were granted additional awards of restricted stock units under our Equity Incentive Plan in respect of fiscal year 2006 performance as follows: Mr. Greenhill, 54,050 RSUs; Mr. Bok, 54,050 RSUs; Mr. Borrows, 53,904 RSUs; Mr. Niehaus, 12,678 RSUs, and Mr. Liu, 9,889 RSUs. All of these awards will vest ratably over five years and the expense associated with such awards will be reported in subsequent proxy statements.

(2)	These amounts reflect the cash awards to the named individuals in 2006, which awards were made in respect of performance in 2005.

(3)

Consists of $6,642,000 in cash distributed in respect of profit overrides on investments made by GCP (‘‘Profit Overrides’’) awarded in previous fiscal years; $77,727 in dividend equivalent payments made in respect of unvested RSUs (‘‘Dividend Equivalent Payments’’); $177,835 of costs and expenses associated with the car and driver we provide for Mr. Greenhill (‘‘Auto Expenses’’); $6,856 in profit sharing contributions and a $1,000 matching contribution to Mr. Greenhill’s 401(k) Profit Sharing Plan. In addition, Mr. Greenhill was awarded a portion of the Profit Overrides on investments to be made by GCP in 2006, subject to vesting (‘‘2006 Profit Override Percentage). Mr. Greenhill’s 2006 Profit Override Percentage was 0.57% for investments made in the first half of 2006 and 0.527% for investments made in the second half of 2006.

(4)

Consists of $8,711,000 in Profit Overrides awarded in previous fiscal years; $53,388 in Dividend Equivalent Payments; $6,856 in profit sharing contributions and $1,000 in a matching contribution to Mr. Bok’s 401(k) Profit Sharing Plan. Mr. Bok was also awarded a 2006 Profit Override Percentage of 1.790% for investments made in the first half of 2006 and 1.6548% for investments made in the second half of 2006.

(5)	Mr. Borrows’ base salary of $600,000 was paid in British sterling and converted to U.S. dollars using a rate of $1.84 to £1.

(6)	Consists of $1,678,000 in cash distributed in respect of Profit Overrides awarded in previous fiscal years; $76,044 in Dividend Equivalent Payments; and $7,220 of contributions to Mr. Borrows’ defined contribution scheme in the United Kingdom.

(7)

Consists of $20,340,000 in cash distributed in respect of Profit Overrides awarded in previous fiscal years; $24,749 in Dividend Equivalent Payments; and $6,856 in profit sharing contributions and $1,000 in matching contributions to Mr. Niehaus’ 401(k) Profit Sharing Plan. In addition, Mr. Niehaus was awarded a 2006 Profit Override Percentage of 4.47% for investments made in the first half of 2006 and 4.1324% for investments made in the second half of 2006.

(8)	Consists of $177,000 in cash distributed in respect of Profit Overrides awarded in previous fiscal years; $12,427 in Dividend Equivalent Payments; $6,856 in profit sharing contributions and $1,000 in matching contributions to Mr. Liu’s 401(k) Profit Sharing Plan.

13

---

Table of Contents

Grants of Plan Based Awards

Name			Grant Date						Estimated Future Payouts Under Non-Equity Incentive Plan Awards (Target) (1)			All Other Stock Awards (2)
Robert F. Greenhill					2006				See Note 1					59,027
Scott L. Bok					2006				See Note 1					37,626
Simon A. Borrows					2006				See Note 1					57,843
Robert H. Niehaus					2006				See Note 1					13,632
John D. Liu					2006				See Note 1					8,694

(1)

As described in the ‘‘Compensation Discussion and Analysis’’, bonuses are payable to the named executive officers in part in cash and in part in restricted stock units. Under the terms of our Equity Incentive Plan, the maximum amount which may be paid to any person eligible to receive awards is $10,000,000. As described in the ‘‘Compensation Discussion and Analysis’’ above, the actual amounts paid to our executive officers are determined by our Compensation Committee once the available bonus pool is known and are subject to a percentage cap on each executive officer’s potential bonus which is set by the Compensation Committee at the beginning of each performance period. The actual amounts paid as cash bonuses to our named executive officers in respect of fiscal year 2006 are as follows: Mr. Greenhill, $3,876,061; Mr. Bok, $3,876,061, Mr. Borrows, $3,865,132; Mr. Niehaus, $942,728; and Mr. Liu, $1,201,728. See footnote 1 of the Summary Compensation Table for information on the restricted stock units granted to the named executive officers in respect of 2006.

(2)	These restricted stock units were granted in 2006 as a part of incentive compensation in respect of 2005 performance. One third of these awards will vest on January 1, 2011; the remainder will vest as to 20% on each anniversary of the grant date (the first vesting occurred on January 1, 2007; the awards that vested on that date are included in the amounts shown in this column).

14

---

Table of Contents

Outstanding Equity Awards at Fiscal Year End 2006

Name			Number of Units That Have Not Vested (1)			Market Value of Units That Have Not Vested (2)
Robert F. Greenhill			52,012 (A) 39,351 (B) 19,676 (C) 111,039				$	8,194,678
Scott L. Bok			38,642 (A) 25,084 (B) 12,542 (C) 76,268					5,628,578
Simon A. Borrows			50,791 (A) 38,562 (B) 19,281 (C) 108,634					8,017,189
Robert H. Niehaus			21,724 (A) 9,088 (B) 4,544 (C) 35,356					2,609,273
John D. Liu			9,059 (A) 5,796 (B) 2,898 (C) 17,753					1,310,171

(1)

The units referred to in this column are restricted stock units granted pursuant to our Equity Incentive Plan. No other types of equity awards are outstanding. Those awards marked (A) will vest as to 100% of January 1, 2010; those awards marked (B) vested as to 20% on January 1, 2007 and will vest as to 20% on January 1 of each of 2008, 2009, 2010 and 2011; and those awards marked (C) will vest as to 100% on January 1, 2011.

(2)	The market value has been calculated by multiplying the number of shares underlying the award by the closing price of our common stock on December 29, 2006 (the last trading day of 2006), $73.80. For the purposes of this calculation, we have assumed that all conditions to the vesting of these awards will be fulfilled.

15

---

Table of Contents

Director Compensation

Director Compensation 2006

Name			Fees Earned or Paid in Cash ($)						Stock Awards (1) ($)						Total ($)
John C. Danforth				$	35,000					$	35,038					$	70,038
Steven F. Goldstone					35,000						35,038						70,038
Stephen L. Key					40,000						40,031						80,031
Isabel V. Sawhill					35,000						35,038						70,038

(1)

These amounts reflect the expense recognized for financial statement reporting purposes for the fiscal year ended December 31, 2006 in accordance with FAS123 (R) for awards pursuant to our Equity Incentive Plan. As these awards are fully vested, the entire expense arising from them is recognized in the year the services were rendered to which they relate. The aggregate numbers of shares of common stock owned by our independent directors as of December 31, 2006, were as follows: Mr. Danforth, 2,688 shares, Mr. Goldstone, 4,300 shares, Mr. Key, 4,124 shares and Ms. Sawhill, 4,300 shares. All restricted stock units previously granted to the independent directors are fully vested and the shares of common stock delivered to the directors upon vesting are included in the share numbers in the preceding sentence.

During 2006, directors who were not Greenhill employees received an annual retainer of $70,000 for service on our Board of Directors payable at their option either 100% in cash or 50% in cash and 50% in stock. No separate meeting fees were paid. The chairman of the Audit Committee received an additional annual cash retainer of $10,000, which was paid in a combination of cash and stock. In January 2007, the annual retainer fee for non-employee directors was increased to $100,000, and the additional cash retainer payable to the Chairman of the Audit Committee was increased to $15,000. Directors may now elect to receive 100% of their compensation in the form of stock.

In addition to the annual retainer, each non-employee director receives an award of restricted stock units with a fair market value of $50,000 upon his or her initial appointment or election to the Board.

Our non-employee directors also will be reimbursed for reasonable out-of-pocket expenses incurred in connection with their service on the Board and Board committees. We may also arrange transportation for our directors to and from Board meetings. Employees of Greenhill who also serve as directors receive compensation for their services as employees, but they do not receive any additional compensation for their service as directors. No other compensation is paid to our Board members in their capacity as directors. Non-employee directors do not participate in our employee benefit plans.

16

---

Table of Contents

Employment, Non-Competition and Pledge Agreements

We entered into employment, non-competition and pledge agreements with those of our managing directors who were members of Greenhill & Co. Holdings, LLC prior to our initial public offering and non-competition and pledge agreements with those of our U.K.-based managing directors who were partners of Greenhill & Co. International LLP prior to our IPO. Signatories to these agreements include our named executive officers. Accordingly, the references in this section to ‘‘managing director’’ only include those managing directors; we also refer to those managing directors in this section as the ‘‘covered managing directors’’. The following are descriptions of the material terms of (1) each such employment, non-competition and pledge agreement and (2) each such non-competition and pledge agreement (other than the base salary, benefits, confidentiality, termination of employment and transfer of client relationships provisions described below which are not included in the non-competition and pledge agreements), including any amounts or time periods that are specific to our named executive officers. With the exception of the few differences noted in the description below, the terms of each employment, non-competition and pledge agreement and non-competition and pledge agreement are in relevant part identical.

Each employment, non-competition and pledge agreement and each non-competition and pledge agreement (other than the base salary, benefits, termination of employment and transfer of client relationships provisions, which are not included in the non-competition and pledge agreements) provides as follows:

Base Salary.    Each covered managing director who devotes 100% of his time to Greenhill will be paid an annual base salary of $600,000. The amount of each covered managing director’s annual salary is subject to annual review by the Compensation Committee. In addition, a covered managing director may be awarded an annual bonus in an amount determined in the sole discretion of the Compensation Committee.

Benefits.    Each covered managing director will be entitled to participate in all of our employee retirement and welfare benefit plans, including, without limitation, our group health, dental and life insurance plans, 401(k) savings plan, profit sharing plan and equity incentive plan.

Confidentiality.    Each covered managing director is required to protect and use ‘‘confidential information’’ in accordance with the restrictions placed by us on its use and disclosure.

Non-competition.    During the period ending 12 months after the date a covered managing director ceases to provide services to us, or in the case of all initial members of the Management Committee, during the period ending 24 months after the date such managing director ceases to provide services to us, that covered managing director may not:

	o	form, or acquire a 5% or greater ownership, voting or profit participation interest in, any competitive enterprise; or

	o	engage in any business activity in which we operate.

‘‘Competitive enterprise’’ means any business (or business unit) that engages in any activity in which we or any of our subsidiaries engage at the time such covered managing director ceases to provide services to us, including investment banking financial advisory services and merchant-banking and related services. These restrictions on competition will expire in 2009. As a result, any covered managing director who continues to provide services to us then will no longer be subject to the non-competition restrictions. However, any covered managing director whose service with us terminates prior to May 11, 2009 will remain subject to the non-competition restrictions until the expiration of that covered managing director’s 12-month or 24-month restriction period following his or her termination of service with us, unless the covered managing director’s service with us has been terminated without cause in connection with a Change in Control and the covered managing director will then no longer be subject to the non-competition restrictions. ‘‘Change in Control’’ is defined in our equity incentive plan.

In addition to the provisions relating to non-competition in the agreements described above, that portion of any new grants of restricted stock units which remains unvested at retirement is subject to

17

---

Table of Contents

forfeiture (as defined in the Equity Incentive Plan) unless the retiring managing director enters into a senior advisor agreement with us. The terms of the senior advisor agreement will provide, among other things, that for the three year period during which a retired managing director serves as a senior advisor, he will not compete with us (on the same terms as described above). The non-compete provision in the senior advisor agreement (if and when entered into) would effectively extend the non-compete provisions described above for a period of three years.

Non-solicitation.    During the period ending 12 months after the date a covered managing director ceases to provide services to us, that managing director may not, directly or indirectly, in any manner solicit any of our employees (at an associate or above level) to apply for, or accept employment with, any competitive enterprise.

Liquidated Damages.    In the case of any breach of the non-competition or non-solicitation provisions, the breaching managing director will be liable for liquidated damages. The amount of liquidated damages for each named executive officer is as follows:

	o	Robert F. Greenhill: $56.6 million

	o	Scott L. Bok: $18.8 million

	o	Simon A. Borrows: $18.8 million

	o	Robert H. Niehaus: $14.2 million

	o	John D. Liu: $2.0 million

For each of the other covered managing directors, the amount of liquidated damages is between $2.0 million and $18.8 million.

Pledge in Connection with Liquidated Damages.    The liquidated damages provision in each covered managing director’s employment, non-competition and pledge agreement or non-competition and pledge agreement, as applicable, will be secured by a pledge of our common stock owned by that managing director (including through indirect ownership and ownership through affiliated entities), subject to a minimum pledge of our common stock generally with a value equal to the liquidated damages amounts described above. Each pledge of our common stock will terminate on the earliest to occur of:

	o	the death of the relevant managing director;

	o	the expiration of the 12-month period or 24-month period, as applicable, following the termination of the service of the relevant managing director or, if the relevant managing director’s service with us was terminated without cause in connection with a Change in Control (as defined in the equity incentive plan described below), on the date of the managing director’s termination of service; or

	o	May 11, 2009 (unless service has been terminated earlier).

These liquidated damages are in addition to the forfeiture of any future equity-based awards that may occur as a result of the breach of any non-competition or non-solicitation provisions contained in those awards.

Transfer of Client Relationships.    Each covered managing director is required, upon cessation of his or her services, to take all actions and do all things reasonably requested by us to maintain for us the business, goodwill and business relationships with our clients with which he or she worked.

Termination of Employment.    Each employment, non-competition and pledge agreement may generally be terminated by either that covered managing director or us on 90 days’ prior written notice, subject to the continuing survival of the non-competition, non-solicitation, liquidated damages, transfer of client relationships and confidentiality provisions described above, to the extent applicable.

Nonexclusivity.    The liquidated damages and pledge arrangements discussed above are not exclusive of any injunctive relief to which we may be entitled for a breach of the non-competition provisions.

18

---

Table of Contents

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 

We recognize that transactions between us and any of our directors or executives can present potential or actual conflicts of interest or create the appearance that our decisions are based on considerations other than what is in the best interests of the firm and our stockholders. We also recognize that at times, such transactions may actually be in the best interests of the firm. Therefore, to ensure such transactions are given due consideration, both our Audit Committee and our Nominating and Governance Committee are charged with, among other things, the responsibility for reviewing transactions between the firm and related parties.

Related Transactions Involving Our Directors and Executive Officers

Tax Indemnification Agreement and Related Matters

An entity that has historically operated in corporate form generally is liable for any adjustments to the corporation’s taxes for periods prior to its initial public offering. In contrast, the members of our predecessor Greenhill & Co. Holdings, LLC, rather than Greenhill, generally will be liable for adjustments to taxes (including U.S. federal and state income taxes) attributable to the operations of Greenhill & Co. Holdings, LLC and its affiliates prior to the IPO. In connection with the IPO, we entered into a tax indemnification agreement to indemnify each member (and beneficial owner thereof) of Greenhill & Co. Holdings, LLC and each partner of Greenhill & Co. International LLP (including Messrs. Greenhill, Bok, Borrows, Niehaus and Liu) against certain increases in each tax indemnitee’s taxes that relate to activities of Greenhill & Co. Holdings, LLC and its affiliates in respect of periods prior to the IPO. We will be required to make additional payments to offset any taxes payable by a tax indemnitee in respect of payments made pursuant to the tax indemnification agreement only to the extent the payments made to that tax indemnitee exceed a fixed amount. Any such payment of additional taxes by Greenhill, Inc. will be offset by any tax benefit received by the additional tax indemnitee.

The tax indemnification agreement includes provisions that permit Greenhill, Inc. to control any tax proceeding or contest which might result in being required to make a payment under the tax indemnification agreement.

Transfer Rights Agreements

Persons and Shares Covered.    At the time of our IPO, we entered into a transfer rights agreements with each of our covered managing directors, including our named executive officers. The shares covered by each covered managing director’s transfer rights agreement include all shares of our common stock owned by that covered managing director as of the closing of the IPO (including through indirect ownership and ownership through affiliated entities) and shares received by that managing director (directly or indirectly) in exchange for or in respect of his or her shares of our common stock by reason of stock dividends, stock splits, reverse stock splits, spin-offs, split-ups, recapitalizations, combinations or exchanges of shares, but does not include any restricted stock units awarded to that managing director under our equity incentive plan. The shares of our common stock covered by each transfer rights agreement are referred to as covered shares.

When a covered managing director ceases to be our employee for any reason other than death, the managing director will continue to be bound by all the provisions of the transfer rights agreement until the covered managing director holds (directly or indirectly) all covered shares free from the transfer restrictions described below and thereafter he or she will no longer be bound, in general, by the provisions other than the continuing provisions of the transfer rights agreement.

Each transfer rights agreement will remain in effect in the event the covered shares are converted into a different security as a result of a business combination or other similar transaction.

Transfer Restrictions.    Each covered managing director has agreed, among other things, except as described below, not to transfer, and to maintain sole beneficial ownership of, his or her covered shares until May 11, 2009. Transfers include, among other things, any disposition of the economic risks of ownership of covered shares, including short sales, option transactions and use of derivative financial instruments or other hedging arrangements with respect to our securities.

19

---

Table of Contents

Sales Through Underwritten Public Offerings.    Our underwritten public offering committee, as described below, may approve one or more underwritten public offerings to sell covered shares, subject to the restrictions described below. Each covered managing director who:

	o	continues to work for us or has suffered a termination of employment resulting from a disability (or the heir or estate of any managing director who has died) or

	o	retired from us at age 65 or greater with not less than two years of service with us following May 11, 2004,

will be entitled to participate in such an underwritten public offering on a pro rata basis with the covered shares of all other managing directors so participating, or on a lesser basis at his or her request. We may (but are not obligated to) give priority to managing directors who have increased tax liabilities of the types we have agreed to indemnify (see ‘‘Certain Relationships and Related Transactions — Tax Indemnification Agreement and Related Matters’’). Our underwritten offering committee currently consists of Robert F. Greenhill (who chairs the committee), Scott L. Bok and Simon A. Borrows. Approval of an underwritten offering by the committee will require approval of either the chair of the committee or the joint approval of the other two members of the committee. Approval of an underwritten public offering by the committee is subject to the further limitations contained in each transfer rights agreement, including that we have the right to refuse to effect an underwritten public offering at the request of our covered managing directors if the number of shares included in the request is less than 5% of the number of shares of common stock outstanding at the time the request is made.

Covered shares will also be subject to any underwriters’ lock-up then in effect.

In addition, subject to the approval of the underwritten offering committee, our covered managing directors will have the right to participate in underwritten offerings effected by the Company for other purposes, subject to the limitations described above and certain other limitations.

Furthermore, the Compensation Committee may approve requests by a covered managing director to transfer covered shares to family members, family trusts or charitable organizations, which transferees will be subject to the same transfer restrictions under the transfer rights agreement.

Sales in Compliance With Rule 144 Under the Securities Act of 1933.    Consistent with the transfer restrictions described above, and other than in compliance with the exceptions described above, managing directors generally will not be permitted to transfer covered shares prior to May 11, 2009 through sales effected in compliance with Rule 144 under the Securities Act of 1933 or otherwise. However, each of Robert F. Greenhill. Lord James Blyth and Harvey R. Miller are permitted to sell (or cause to be sold through affiliated entities) covered shares in compliance with Rule 144 under the Securities Act of 1933. Furthermore, upon a termination of a managing director’s employment due to his or her death or disability, such managing director or his or her heirs or estate will be permitted to sell covered shares in compliance with Rule 144 under the Securities Act of 1933, regardless of when such termination of employment occurred.

Compliance With Securities Laws.    In addition to the restrictions set forth above, covered managing directors will need to comply with applicable securities laws in connection with any transfer of our common stock and may need to deliver an opinion of counsel in connection with any transfer.

All transfer restrictions applicable to a covered managing director under the transfer rights agreement terminate upon death of such managing director.

Dividends.    To the extent dividends are paid on covered shares while the covered managing director remains subject to the transfer restrictions of the transfer rights agreement, the covered managing director will be entitled to such dividends.

Voting.    Each covered managing director will be entitled to full voting rights with respect to his or her covered shares.

Term and Amendment.    Each transfer rights agreement will continue in effect until May 11, 2014 unless earlier terminated by us. Each transfer rights agreement may generally be amended or waived at any time by the mutual consent of the covered managing director and us.

20

---

Table of Contents

Relationship with Greenhill Capital Partners and Greenhill SAVP’s Funds

Greenhill has an indirect interest in two different merchant banking funds and one venture fund, which we refer to as Greenhill Capital Partners I (or Fund I), Greenhill Capital Partners II (or Fund II) and Greenhill SAVP (or GSAVP), each of which consists of several related fund vehicles which invest in parallel on a pro rata basis (we refer to those funds collectively as the ‘‘Funds’’).

Each of the Funds is advised by a managing general partner, which makes investment decisions and is entitled to receive from the funds an override of 20% of the profits earned by the funds over specified thresholds, subject to certain exceptions. In particular, Fund I is advised by two general partners, which we refer to as the Original General Partner and the Managing General Partner. The Original General Partner is entitled to an override of 20% of the profits earned by Fund I over a specified threshold, in each case solely with respect to investments made by Fund I prior to 2004. The Managing General Partner is entitled to receive from Fund I an override of 20% of the profits earned by the funds over a specified threshold with respect to all other investments of Fund I. The Original General Partner is controlled by Robert F. Greenhill, Scott L. Bok, Robert H. Niehaus and V. Frank Pottow in their individual capacities. Greenhill has an indirect minority, non-controlling interest in the Original General Partner and is entitled to 5% to 11% of the profit overrides earned by the Original General Partner in Fund I. The remainder of the profit overrides have been allocated to managing directors and officers of Greenhill.

The managing general partners of the Funds (other than the Original General Partner) are controlled by Greenhill. Greenhill recognizes as revenue 100% of the profit overrides earned by the managing general partners (except as described above). Approximately one-half of such profit override is allocated as compensation, at the discretion of Greenhill, to Greenhill managing directors and other employees involved in the management of Funds.

On June 7, 2005, Greenhill completed the final closing of Fund II and on September 30, 2006, the final closing of GSAVP. Total committed capital for Fund II was $875 million, of which Greenhill’s wholly-owned subsidiary Greenhill Capital Partners, LLC committed $88.5 million and Greenhill’s managing directors (including all of its executive officers), senior advisors and other professionals personally committed a further $136 million. Total committed capital for GSAVP was $101.5 million, of which Greenhill’s wholly-owned subsidiary Greenhill Venture Partners, LLC committed $10.9 million and Greenhill’s managing directors (including all of its executive officers), senior advisors and other professionals personally committed a further $22.6 million.

In connection with the closing of Fund II and GSAVP, certain subsidiaries of Greenhill and those employees who made capital commitments to the Funds (including all of the executive officers) entered into a series of agreements with Funds (the ‘‘Partnership Agreements’’). The principal terms of such Partnership Agreements are as follows.

All limited partners in Fund II and GSAVP who are managing directors or other employees of Greenhill have agreed to pay during the commitment period an annual management fee to the managing general partner of Fund II (equal to 1.5% of the capital committed by such limited partners) and GSAVP (equal to 2.5% of the capital committed by such limited partners). The commitment period for Fund II will terminate on March 31, 2010 and for GSAVP on March 31, 2011, in each case, unless terminated earlier by the general partner in accordance with the terms of the applicable Partnership Agreements. Upon termination of the relevant commitment period, the annual management fee will be reduced to 1% of the invested capital in the case of Fund II and 1.5% in the case of GSAVP. No management fee or profit override is payable in respect of the capital committed by Greenhill. Limited partners who are employees of Greenhill (with certain exceptions) have also agreed to pay to the managing general partners of the Funds one-half of the profit overrides described above. The Partnership Agreements also provide for the payment by the limited partners of certain expenses incurred by the general partner and for the indemnification of the general partner, its affiliates and their employees under certain circumstances.

Subsidiaries of Fund I and Fund II (the ‘‘Borrowers’’) entered into a credit agreement with Morgan Stanley Mortgage Capital, Inc., as administrative agent, and certain other lenders named

21

---

Table of Contents

therein. Under the terms of the credit agreement the Borrowers borrowed an aggregate of $168 million, secured by all of the shares of Global Signal Inc. common stock owned by the Borrowers. Under the terms of a recourse agreement, the lenders had recourse to Greenhill Capital Partners, LLC in the event of fraud or intentional or grossly negligent misrepresentations by the Borrowers or the institution of insolvency proceedings by or against either Borrowers, Greenhill Capital Partners LLC or the Funds. Proceeds from the loan were used to fund distributions to the limited partners of the Funds, which include executive officers of Greenhill. The entire remaining balance of these loans was repaid in January 2007.

Relationship with Barrow Street Capital

Barrow Street Capital LLC, or Barrow Street Capital, is a real estate merchant banking firm founded in 1997. One of Barrow Street Capital’s two managing principals is Robert F. Greenhill, Jr., son of Robert F. Greenhill, the Chairman and Chief Executive Officer of Greenhill. Barrow Street Capital’s chairman is Peter C. Krause, one of Greenhill’s managing directors, and its investment committee includes Robert F. Greenhill, Jr., Robert F. Greenhill and Peter C. Krause and other principals of Barrow Street Capital.

Until August 2006, Barrow Street Capital used, and reimbursed us at cost for, a portion of our office space and other facilities. In 2006 we billed Barrow Street Capital $303,590 under these arrangements. In addition, through December 31, 2006, the managing principals and employees of Barrow Street Capital participated in Greenhill’s health care plans and paid the associated incremental premiums. They no longer participate in Greenhill’s health care plans.

The Barrow Street Capital Real Estate Funds

Greenhill has committed $5.0 million to Barrow Street Capital Real Estate Fund III (‘‘BSREF III’’), with its investment bearing no management fees or profit override. Certain of Greenhill’s managing directors also committed capital to BSREF III. Greenhill’s investment will entitle it to receive 25% of any profit overrides earned by BSREF III. Greenhill’s managing directors (other than Peter C. Krause in his capacity as Chairman of Barrow Street Capital) receive no participation in profit overrides in BSREF III.

Use of Corporate Aircraft

Through our wholly-owned subsidiary Greenhill Aviation Co., LLC, we own and operate an airplane that is used by our employees for transportation on business travel and by Robert F. Greenhill and his spouse for transportation on business and personal travel. We bear all costs of operating the aircraft, including the cost of maintaining air and ground crews. We have an aircraft expense policy in place that sets forth guidelines for personal and business use of the airplane. Expenses attributable to the personal use of the airplane by Mr. Greenhill and his spouse are included in his earnings as a taxable fringe benefit in accordance with federal income tax requirements. Mr. Greenhill reimburses the company for the actual out of pocket costs associated with the operation of the company’s aircraft in connection with the personal use thereof by Mr. Greenhill. In 2006, Mr. Greenhill reimbursed us $171,580 for such costs incurred in 2006.

In addition, employees of Greenhill from time to time use airplanes personally owned by Mr. Greenhill for business travel. In those instances, Mr. Greenhill invoices us for the travel expense on terms we believe are comparable to those we could secure from an independent third party. During 2006 we paid $26,414 to an entity controlled by Mr. Greenhill on account of such expenses.

Use of Hangar Space

Riversville Aircraft Corporation, an entity controlled by Robert F. Greenhill, uses and reimburses us for a portion of the hangar space we lease at the Westchester County Airport. In 2006 Riversville Aircraft Corporation paid us $46,800 in rent and related costs. Riversville Aircraft Corporation reimburses us for its use of a portion of the hangar space on terms we believe are comparable to those we could secure from an independent third party.

22

---

Table of Contents

AUDIT COMMITTEE REPORT AND PAYMENT OF FEES TO AUDITORS

Audit Committee Report

The Audit Committee of the Board of Directors is responsible for assisting the Board in overseeing the integrity of the financial statements of Greenhill, compliance by Greenhill with legal and regulatory requirements, and the independence and performance of Greenhill’s internal and external auditors.

The consolidated financial statements of Greenhill, Inc. for the year ended December 31, 2006, were audited by Ernst & Young LLP, independent auditors for Greenhill.

As part of its activities, the Committee has:

1.	Reviewed and discussed with management and the independent auditors the audited financial statements of Greenhill;

2.	Discussed with the independent auditors the matters required to be communicated under Statement on Auditing Standards No. 61 (Communications with Audit Committees);

3.	Received the written disclosures and letter from the independent auditors required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees); and

4.	Discussed with the independent auditors their independence.

Management is responsible for Greenhill’s system of internal controls and the financial reporting process. Ernst & Young LLP is responsible for performing an independent audit of the consolidated financial statements in accordance with generally accepted auditing standards and issuing a report thereon. Our Committee’s responsibility is to monitor and oversee these processes. Based on the foregoing review and discussions and a review of the report of Ernst & Young LLP with respect to the consolidated financial statements, and relying thereon, we have recommended to Greenhill’s Board of Directors the inclusion of the audited consolidated financial statements in Greenhill’s Annual Report on Form 10-K for the year ended December 31, 2006, for filing with the Securities and Exchange Commission.

Audit Committee of the Board of Directors of Greenhill

Stephen L. Key, Chairman
John C. Danforth
Isabel V. Sawhill

Auditor Fees

Ernst & Young LLP served as our principal auditors for 2006. The following table presents fees for professional audit services for the audit of our annual consolidated financial statements for fiscal years 2005 and 2006 as well as fees for the review of our interim consolidated financial statements for each quarter in fiscal years 2005 and 2006 and for all other services performed for fiscal years 2005 and 2006 by Ernst & Young LLP.

			2005						2006
Audit Fees				$	530,000					$	609,555
Audit-Related Fees					182,400						93,870
Tax Fees					266,800						68,531
All Other Fees					21,609						11,540

In addition, Ernst & Young LLP served as the auditors of Greenhill Capital Partners and GSAVP and received fees for audit, tax and other services rendered in 2005 and 2006 of $384,625 and $753,411, respectively.

23

---

Table of Contents

Auditor Services Pre-Approval Policy

The Audit Committee has adopted an auditor services pre-approval policy applicable to services performed for us by our independent auditors. In accordance with this policy, the Committee’s practice is to approve annually all audit services and, on a case-by-case basis, recurring permissible non-audit services to be provided by the independent auditors during the fiscal year. The Audit Committee reviews each non-audit service to be provided and assesses the impact of the service on the auditor’s independence. In addition, the Audit Committee may pre-approve other non-audit services during the year on a case-by-case basis, and delegate authority to grant such pre-approvals during the year to the chairperson of the Audit Committee.

ITEM 2 — RATIFICATION OF SELECTION OF AUDITORS

The Audit Committee of our Board of Directors has selected Ernst & Young LLP to continue to serve as our independent auditors for the year ending December 31, 2007. While it is not required to do so, our Board of Directors is submitting the selection of Ernst & Young LLP for ratification in order to ascertain the views of our stockholders on this appointment. If the selection is not ratified, our Audit Committee will reconsider its selection.

Representatives of Ernst & Young LLP are expected to be present at the annual meeting, will be available to answer stockholder questions and will have the opportunity to make a statement if they desire to do so.

The Board of Directors recommends that you vote FOR ratification of the selection of Ernst & Young LLP as the independent auditors of Greenhill and our subsidiaries for the year ending December 31, 2007. Proxies will be voted FOR ratifying this selection unless otherwise specified.

STOCKHOLDER PROPOSALS FOR THE 2008 ANNUAL MEETING

In order for a stockholder proposal to be considered for inclusion in our proxy statement for the 2008 annual meeting of stockholders, the written proposal must be received at our principal executive offices at 300 Park Avenue, New York, New York 10022, Attention: Secretary, on or before December 10, 2007. The proposal must comply with Securities and Exchange Commission regulations regarding the inclusion of stockholder proposals in company-sponsored proxy materials.

AVAILABLE INFORMATION 

Our 2006 Annual Report to Stockholders and our Form 10-K, including financial statements for the year ended December 31, 2006, accompany this proxy statement. Stockholders who wish to obtain an additional copy of our Annual Report and/or a copy of the Form 10-K filed with the SEC for the year ended December 31, 2006 or a copy of any of the charters of our Audit Committee, Compensation Committee or Nominating and Governance Committee, our Corporate Governance Guidelines or Code of Business Conduct and Ethics, may do so without charge by viewing these documents on our Web site at www.greenhill.com or by writing to Greenhill, Attention: Investor Relations, 300 Park Avenue, New York, New York 10022.

OTHER MATTERS 

We do not know of any other matters that may be presented for consideration at the annual meeting. If any other business does properly come before the annual meeting, the persons named as proxies on the enclosed proxy card will vote as they deem in the best interests of Greenhill.

Secretary

24

---

ANNUAL MEETING OF STOCKHOLDERS OF

April 25, 2007

PROXY VOTING INSTRUCTIONS

MAIL- Date, sign and mail your proxy card in the envelope provided as soon as possible.                             -or- INTERNET- Access ‘‘www.voteproxy.com’’ and follow the on-screen instructions. Have your proxy card available when you access the web page.

COMPANY NUMBER

ACCOUNT NUMBER

You may enter your voting instructions at www.voteproxy.com up until 11:59 PM Eastern Time the day before the meeting date.

↓  Please detach along perforated line and mail in the envelope provided IF you are not voting via the Internet.  ↓

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE ‘‘FOR’’ BOTH PROPOSAL 1 AND PROPOSAL 2.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE

1.  Election of Directors for term specified in the Proxy Statement:          FOR ALL NOMINEES          WITHHOLD AUTHORITY           FOR ALL NOMINEES          FOR ALL EXCEPT           (See instructions below)			NOMINEES: O    Robert F. Greenhill O    Scott L. Bok O    Simon A. Borrows O    John C. Danforth O    Steven F. Goldstone O    Stephen L. Key O    Isabel V. Sawhill			2.   Ratification of selection of Ernst & Young LLP as independent auditors.               FOR               AGAINST           ABSTAIN      This proxy, when properly signed, will be voted as directed by the undersigned shareholder(s). If no direction is specified, this proxy will be voted FOR the nominees listed at left and FOR proposal 2 as recommended by the Board of Directors.      If you vote through the Internet, Please DO NOT mail back this proxy card.
INSTRUCTION: To withhold authority to vote for any individual nominee(s), mark ‘‘FOR ALL EXCEPT’’ and fill in the circle next to each nominee you wish to withhold, as shown here:

To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.

Signature of Stockholder ____________________ Date: __________ Signature of Stockholder ____________________  Date: __________

NOTE:

Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

---

300 PARK AVENUE
NEW YORK, N.Y. 10022

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Robert F. Greenhill, Scott L. Bok and Simon A. Borrows as proxies, each with full power of substitution, to represent and vote as designated on the reverse side, all the shares of Common Stock of Greenhill & Co., Inc. held of record by the undersigned on March 12, 2007, at 10:00 A.M., at the Annual Meeting of Stockholders to be held at The Waldorf Astoria located at 301 Park Avenue, New York, New York 10022, on April 25, 2007, or any adjournment or postponement thereof.

(Continued and to be signed on the reverse side.)

---