Edgar Filing: Evercore Partners Inc.

Definitive Proxy Statement

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

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THE SECURITIES EXCHANGE ACT OF 1934

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x	Definitive Proxy Statement

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¨	Soliciting Material Pursuant to Section 240.14a-12

EVERCORE PARTNERS INC.
(Name of Registrant as Specified In Its Charter)


(Name of Person(s) Filing Proxy Statement, if other than Registrant)

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LOGO

EVERCORE PARTNERS INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

June 7, 2011

The Annual Meeting of Stockholders of Evercore Partners Inc. will be held at the offices of Simpson Thacher and Bartlett LLP, 425 Lexington Avenue, New York, New York 10017, on June 7, 2011, at 9:30 a.m., local time, for the following purposes:

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to elect the eight director nominees identified in the accompanying Proxy Statement;

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to provide an advisory (non-binding) vote to approve the compensation of our Named Executive Officers as disclosed in the accompanying Proxy Statement;

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to provide an advisory (non-binding) vote regarding the frequency (every one, two or three years) of advisory votes to approve the compensation of our Named Executive Officers;

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to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2011; and

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to transact such other business as may properly come before our Annual Meeting of Stockholders or any adjournments or postponements thereof.

Our Board of Directors has fixed the close of business on April 14, 2011 as the record date for the determination of stockholders entitled to notice of and to vote at our Annual Meeting and any adjournments or postponements of that meeting.

To be sure that your shares are properly represented at our Annual Meeting, whether you attend or not, please complete, sign, date and promptly mail the enclosed proxy card in the enclosed envelope. If your shares are held in the name of a bank, broker or other holder of record, their procedures should be described on the voting form they send to you.

If you plan to attend the Annual Meeting of Stockholders in person, you will need to bring the admission ticket attached to your proxy card and photo identification. If your shares are held in the name of a bank, broker or other holder of record, please bring with you a letter (and a legal proxy if you wish to vote your shares) from the bank, broker or other holder of record confirming your ownership as of the record date and photo identification. See “What do I need to do if I want to attend the Annual Meeting” on page 4 of the Proxy Statement.

Along with the attached Proxy Statement for the Annual Meeting of Stockholders, we are enclosing our 2010 Annual Report to Stockholders, which includes our financial statements.

BY ORDER OF THE BOARD OF DIRECTORS

LOGO

Adam B. Frankel

Secretary

April 25, 2011

EVERCORE PARTNERS INC.

55 East 52^nd Street

38^th Floor

New York, New York 10055

PROXY STATEMENT

Our Board of Directors is soliciting proxies to be voted at the Annual Meeting of Stockholders to be held at the offices of Simpson Thacher and Bartlett LLP, 425 Lexington Avenue, New York, New York 10017, on June 7, 2011, at 9:30 a.m., local time, and at any adjournments or postponements of the Annual Meeting.

This Proxy Statement and the enclosed proxy card or voting instruction card and the 2010 Annual Report to Stockholders (which includes our annual report on Form 10-K for the fiscal year ended December 31, 2010) are first being mailed to you and other stockholders on or about April 25, 2011.

TABLE OF CONTENTS


	Page
GENERAL INFORMATION		1
ANNUAL REPORT		6
PROPOSAL 1 - ELECTION OF DIRECTORS		7
EXECUTIVE OFFICERS		11
RELATED PERSON TRANSACTIONS AND OTHER INFORMATION		13
CORPORATE GOVERNANCE		20
DIRECTOR COMPENSATION		26
COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS		27
COMPENSATION COMMITTEE REPORT		44
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		45
PROPOSAL 2 - NON-BINDING, ADVISORY VOTE ON EXECUTIVE COMPENSATION		48
PROPOSAL 3 - NON-BINDING, ADVISORY VOTE ON THE FREQUENCY OF FUTURE NON-BINDING VOTES ON EXECUTIVE COMPENSATION		49
REPORT OF THE AUDIT COMMITTEE		50
PROPOSAL 4 - RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		51
STOCKHOLDER PROPOSALS FOR 2012 ANNUAL MEETING		52
HOUSEHOLDING OF ANNUAL MEETING MATERIALS		52
OTHER MATTERS		52

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR

THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 7, 2011

The Notice of Annual Meeting, Proxy Statement and 2010 Annual Report to Stockholders are

also available on www.proxyvote.com

GENERAL INFORMATION

Why am I receiving this Proxy Statement?

Our Board of Directors, which we refer to in these proxy materials as our “Board,” is soliciting proxies for our Annual Meeting of Stockholders (“Annual Meeting”) and we will bear the cost of this solicitation. You are receiving a Proxy Statement because you owned shares of our Class A common stock and/or our Class B common stock as of the close of business on April 14, 2011. Your ownership of shares on that date entitles you to vote at our Annual Meeting. By using the attached proxy card or voting instruction card, you are able to vote whether or not you attend our Annual Meeting. This Proxy Statement describes the matters on which we would like you to vote and provides information on those matters so that you can make an informed decision when you do vote.

What will I be voting on?

You will be voting:

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to elect the eight director nominees identified in this Proxy Statement;

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to provide an advisory (non-binding) vote to approve the compensation of our Named Executive Officers (as defined below) as disclosed in this Proxy Statement;

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to provide an advisory (non-binding) vote regarding the frequency (every one, two or three years) of advisory votes to approve the compensation of our Named Executive Officers;

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to ratify the selection of Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm for 2011; and

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to transact such other business as may properly come before our Annual Meeting or any adjournments or postponements thereof.

What are the Board’s recommendations?

Our Board recommends:

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a vote FOR the election of each of Roger C. Altman, Pedro Aspe, Richard I. Beattie, Francois de Saint Phalle, Gail B. Harris, Curt Hessler, Anthony N. Pritzker and Ralph L. Schlosstein to serve until the next Annual Meeting of Stockholders and until their successors are duly elected and qualified;

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a vote FOR the advisory (non-binding) resolution approving the compensation of our Named Executive Officers as disclosed in this Proxy Statement;

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a vote for THREE YEARS regarding the frequency of advisory votes to approve the compensation of our Named Executive Officers; and

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a vote FOR the ratification of the selection of Deloitte as our independent registered public accounting firm for 2011.

How do I vote?

You can vote either in person at our Annual Meeting or by proxy without attending our Annual Meeting. To vote by proxy you may vote by telephone, on the internet or through the mail by following the instructions set forth on your proxy card. We urge you to vote by proxy even if you plan to attend our Annual Meeting so that we will know as soon as possible that enough votes will be present for us to hold the Annual Meeting. You should follow the instructions set forth on the proxy card, being sure to complete it, to sign it and to mail it in the enclosed postage-paid envelope. If you attend the Annual Meeting in person, you may vote at the meeting and your proxy will not be counted.

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If your shares are held through a bank, broker or other holder of record (i.e. “street name”) please refer to the information forwarded to you by your bank, broker or other holder of record to see what you must do in order to vote your shares. If you want to vote in person, you must obtain a legal proxy from your bank, broker or other holder of record and bring it to the meeting.

What is the difference between holding shares as a stockholder of record and as a beneficial owner or street name holder?

If your shares are registered directly in your name with our transfer agent, BNY Mellon, you are considered, with respect to those shares, the “stockholder of record.” We have sent the notice of Annual Meeting, Proxy Statement, 2010 Annual Report to Stockholders, which we refer to in these proxy materials as our “Annual Report,” and proxy card directly to you.

If your shares are held in a stock brokerage account or by a bank, broker or other holder of record, you are considered the “beneficial owner” of shares held in street name. The notice of Annual Meeting, Proxy Statement, Annual Report and a voting instruction card have been forwarded to you by your broker, bank or other holder of record who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank or other holder of record on how to vote your shares by using the voting instruction card included in the mailing or by following their instructions for voting.

What constitutes a quorum?

The holders of a majority in voting power of the issued and outstanding shares of stock entitled to vote must be present in person or represented by proxy to constitute a quorum for the Annual Meeting. Abstentions are counted as present and entitled to vote for purposes of determining a quorum. Shares represented by broker non-votes (as defined below) also are counted as present and entitled to vote for purposes of determining a quorum. However, if you hold your shares in street name and do not provide voting instructions to your bank, broker or other holder of record, your shares will not be voted on any proposal on which your bank, broker or other holder of record does not have discretionary authority to vote (a “broker non-vote”).

Can I change my vote?

Yes. At any time before your proxy is voted you may change your vote by:

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revoking it by written notice to our Corporate Secretary at Evercore Partners Inc., 55 East 52^nd Street, 38^th Floor, New York, New York 10055;

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delivering a later-dated proxy card; or

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voting in person at our Annual Meeting.

If your shares are held in street name, please refer to the information forwarded to you by your bank, broker or other holder of record for procedures on revoking or changing your vote.

How many votes do I have?

If you are a holder of our Class A common stock, then you are entitled to one vote at our Annual Meeting for each share of our Class A common stock that you held as of the close of business on April 14, 2011.

If you are a holder of our Class B common stock, then you are entitled to a number of votes at our Annual Meeting equal to the total number of vested and unvested Evercore LP units you held as of the close of business on April 14, 2011.

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If you hold restricted stock units (“RSUs”), you will not be entitled to vote the shares underlying such restricted stock units until you actually receive delivery of the shares of Class A common stock underlying such units.

All matters on the agenda for our Annual Meeting or any adjournments or postponements thereof will be voted on by the holders of our Class A common stock and Class B common stock, voting together as a single class.

As of April 14, 2011, the record date for our Annual Meeting, we had 20,924,028 shares of Class A common stock outstanding and 48 shares of Class B common stock outstanding that will carry an aggregate of 14,008,159 votes (an aggregate number of votes that is equal to the number of vested and unvested Evercore LP units outstanding on such date, excluding Class B-4 units and excluding units held by Evercore Partners Inc., which we refer to in these proxy materials as “we,” “us,” “our,” “Evercore” or the “Company”).

How many votes are required to approve each proposal?

The election of the directors listed herein will be determined by a plurality of the votes cast in respect of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the election of directors. A plurality vote requirement means that the director nominees listed herein with the greatest number of votes cast, even if less than a majority, will be elected.

A majority of the votes cast at the Annual Meeting will determine the ratification of the appointment of the independent registered public accounting firm and the advisory (non-binding) vote to approve the compensation of our Named Executive Officers. For purposes of ascertaining shareholder sentiment regarding whether the vote to approve the compensation of our Named Executive Officers should occur every one, two or three years, the Board will look to the frequency, if any, that receives the majority of votes cast at the Annual Meeting.

It is important to note that the proposals to (1) ratify the selection of the independent registered public accounting firm; (2) approve the compensation of our Named Executive Officers; and (3) determine whether the vote to approve the compensation of our Named Executive Officers will occur every one, two or three years, are all non-binding and advisory.

How are votes counted?

Abstentions and Withheld Votes: With respect to the election of directors listed herein, votes may be cast in favor of or withheld from each nominee. Votes that are withheld will be excluded entirely from the vote with respect to the nominee from which they are withheld. Abstentions and votes that are withheld will not have any effect on the outcome of the election of directors. In determining whether (1) the compensation of our Named Executive Officers has been approved, (2) the vote to approve the compensation of our Named Executive Officers will occur every one, two or three years, and (3) the selection of the independent registered public accounting firm is ratified, abstentions will have no effect on the outcome of any of these proposals.

Broker Non-Votes: Broker non-votes occur when shares held in street name are not voted with respect to a proposal because (1) the bank, broker or other holder of record has not received voting instructions from the stockholder who beneficially owns the shares and (2) the bank, broker or other holder of record lacks the authority to vote the shares at his/her discretion. Under current New York Stock Exchange (the “NYSE”) interpretations that govern broker non-votes, the election of directors listed herein, the advisory (non-binding) vote to approve the compensation of our Named Executive Officers and the advisory (non-binding) vote to determine whether the vote to approve the compensation of our Named Executive Officers will occur every one, two or three years are considered non-discretionary matters and a bank, broker or other holder of record will lack the authority to vote shares at his/her discretion on these proposals. Ratification of the appointment of Deloitte as our independent registered public accounting firm is considered a discretionary matter and a bank, broker or

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other holder of record will be permitted to exercise his/her discretion. This NYSE rule governs all banks, brokers and other holders of record. Consequently, this rule affects all public companies that have shares held in street name. Accordingly, if your shares are held in street name and you do not submit voting instructions to your bank, broker or other holder of record, your shares will not be counted in determining the outcome of the election of directors listed herein, the advisory (non-binding) vote to approve the compensation of our Named Executive Officers and the advisory (non-binding) vote to determine whether the vote to approve the compensation of our Named Executive Officers will occur every one, two or three years. Broker non-votes will have no effect on the outcome of any of these matters.

What if I do not specify a choice for a matter when returning a proxy?

Stockholders should specify their choice for each matter on the enclosed proxy card and voting instruction card. If no specific instructions are given, proxy cards and voting instruction cards which are signed and returned will be voted as follows at the Annual Meeting or any adjournments or postponements thereof:

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FOR the election of each of the director nominees listed herein;

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FOR the advisory (non-binding) resolution approving the compensation of our Named Executive Officers as disclosed in this Proxy Statement;

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for THREE YEARS on the advisory (non-binding) vote regarding the frequency of advisory votes to approve the compensation of our Named Executive Officers; and

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FOR the ratification of the selection of Deloitte as our independent registered public accounting firm for 2011.

In addition, the persons named in the enclosed proxy will have discretionary authority to vote all proxies with respect to other matters that may properly come before our Annual Meeting or any adjournments or postponements of the meeting in accordance with their judgment.

What does it mean if I receive more than one proxy card?

If you receive more than one proxy card, it means that you hold shares registered in more than one account. To ensure that all of your shares are voted, sign and return each proxy card you receive.

What happens if a nominee for director declines or is unable to accept election?

If you vote by signing the proxy card or voting instruction card, and if unforeseen circumstances make it necessary for our Board to substitute another person for a nominee, the proxies named in the proxy card or voting instruction card will vote your shares for that other person.

Will any one contact me regarding this vote?

In addition to solicitation by mail, proxies may be solicited by our directors, officers or employees in person, by telephone or by other means of communication, for which no additional compensation will be paid.

Will the Annual Meeting be webcast?

Our Annual Meeting will not be webcast.

What do I need to do if I want to attend the Annual Meeting?

All holders of Class A common stock and Class B common stock, including stockholders of record and stockholders who hold their shares through banks, brokers or other holders of record, are invited to attend the

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Annual Meeting. Stockholders of record can vote in person at the Annual Meeting. If you are not a stockholder of record, you must obtain a proxy executed in your favor, from the record holder of your shares, such as a broker, bank or other holder of record, to be able to vote in person at the Annual Meeting. If you plan to attend the Annual Meeting, please bring your proxy card and photo identification. If your shares are held in the name of a bank, broker or other holder of record, please bring with you a letter (and a legal proxy if you wish to vote your shares) from the bank, broker or holder of record confirming your ownership as of the record date, which is April 14, 2011. Failure to bring such a letter may delay your ability to attend or prevent you from attending the meeting. A number of stockholders may wish to speak at the meeting. The Board appreciates the opportunity to hear the views of stockholders. In fairness to all stockholders and participants at the meeting, and in the interest of an orderly and constructive meeting, rules of conduct will be enforced. Copies of these rules will be available at the meeting. Only stockholders or their valid proxy holders may address the meeting. Depending on the number of stockholders who wish to speak, we cannot ensure that every stockholder who wishes to speak will be able to do so for as long as they might want to hold the floor.

Only proposals that meet the requirements of our Bylaws will be eligible for consideration at the meeting. This year there are no shareholder proposals that meet the criteria. Therefore, stockholder proposals raised at the meeting will not be considered during the Annual Meeting. Stockholders may submit proposals and other matters for consideration at the 2012 Annual Meeting as described in “STOCKHOLDER PROPOSALS FOR 2012 ANNUAL MEETING.”

The Annual Meeting will be held at the offices of Simpson Thacher and Bartlett LLP, 425 Lexington Avenue, New York, New York 10017, on June 7, 2011, at 9:30 a.m., local time. If you wish to obtain directions to attend the meeting in person, you may send an e-mail to: investorrelations@evercore.com or call (212) 857-3100.

Is a list of stockholders available?

The names of stockholders of record entitled to vote at the Annual Meeting will be available to stockholders at least 10 days prior to our Annual Meeting at our principal executive offices located at 55 East 52^nd Street, 38^th floor, New York, New York 10055 during normal business hours, and at the Annual Meeting.

How do I find out the voting results?

Preliminary voting results will be announced at the Annual Meeting, and final voting results will be published in a Current Report on Form 8-K within four business days following the Annual Meeting.

When is our fiscal year?

Our fiscal year ends on December 31^st of each year. Our 2010 fiscal year was from January 1, 2010 through December 31, 2010. Our 2011 fiscal year will be from January 1, 2011 through December 31, 2011. When we use the term “2010” in these proxy materials, we are referring to our 2010 fiscal year.

What is the address of our principal executive offices?

Our principal executive offices are located at 55 East 52^nd Street, 38^th floor, New York, New York 10055.

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ANNUAL REPORT

Will I receive a copy of the Annual Report?

We have enclosed our Annual Report with this Proxy Statement. The Annual Report includes our audited financial statements, along with other financial information about us, which we urge you to read carefully.

How can I receive a copy of the Form 10-K?

You can obtain, free of charge, a copy of our Form 10-K by:

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accessing our Internet site at www.evercore.com and clicking on the “Investor Relations” link;

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writing to Investor Relations at Evercore Partners Inc., 55 East 52^nd Street, 38^th floor, New York, New York 10055; or

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telephoning us at: (212) 857-3100.

You can also obtain a copy of our Form 10-K and other periodic filings that we make with the Securities and Exchange Commission (“SEC”), from the SEC’s EDGAR database at www.sec.gov.

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PROPOSAL 1 - ELECTION OF DIRECTORS

Our amended and restated certificate of incorporation provides that our Board will consist of that number of directors determined from time to time by our Board. Acting upon the recommendation of its Nominating and Corporate Governance Committee, our Board has nominated eight persons identified herein for election as directors, each of whom are directors currently, to hold office until the next Annual Meeting of Stockholders and the election and qualification of their successors.

Nominees

Set forth below are the names of the nominees for election as our directors; their ages and principal occupations as of April 14, 2011; and their biographical information.


Name	Age		Position	Director Since
Roger C. Altman		65	Executive Chairman and Director		2006
Pedro Aspe		60	Co-Chairman and Director		2006
Richard I. Beattie		72	Director		2010
Francois de Saint Phalle		65	Director		2006
Gail B. Harris		58	Director		2006
Curt Hessler		67	Director		2006
Anthony N. Pritzker		50	Director		2006
Ralph L. Schlosstein		60	Chief Executive Officer, President and Director		2009

Roger C. Altman, Co-Chairman, co-founded Evercore Partners in 1996 and served as our Chief Executive Officer until May 2009. Since May 2009, Mr. Altman has served as our Executive Chairman. Mr. Altman began his investment banking career at Lehman Brothers and became a general partner of that firm in 1974. Beginning in 1977, he served as Assistant Secretary of the U.S. Treasury for four years. He then returned to Lehman Brothers, later becoming co-head of overall investment banking, a member of the firm’s management committee and its board. He remained in those positions until the firm was sold to Shearson/American Express. In 1987, Mr. Altman joined The Blackstone Group as vice chairman, head of its merger and acquisition advisory business and a member of its investment committee. Mr. Altman also had primary responsibility for Blackstone’s international business. Beginning in January 1993, Mr. Altman returned to Washington to serve as Deputy Secretary of the U.S. Treasury for two years.

Mr. Altman is a trustee of New York-Presbyterian Hospital, serving on its investment committee, and also is vice chairman of the board of The American Museum of Natural History. He also serves as chairman of New Visions for Public Schools. He is a member of the Council on Foreign Relations and a director of Conservation International. He received an A.B. from Georgetown University and an M.B.A. from the University of Chicago.

Pedro Aspe, Co-Chairman, founded Protego Asesores S. de R.L. (“Protego”) in 1996, and serves as Protego’s chairman of the board of directors and chief executive officer. Protego’s activities include financial advisory services, private equity investment management and through its subsidiary Protego Casa de Bolsa, S. A. de C. V., investment and risk management advice, trade execution and custody services for client assets. Since 1995 Mr. Aspe has been a professor at the Instituto Tecnológico Autónomo de México located in Mexico City. Mr. Aspe has held a number of positions with the Mexican government and was most recently the Minister of Finance and Public Credit of Mexico from 1988 through 1994.

Mr. Aspe was elected as one of our directors and became an executive officer in connection with our acquisition of Protego pursuant to the Contribution and Sale Agreement, dated May 12, 2006, among us, Evercore LP, Messrs. Altman and Aspe and the other parties named therein. Mr. Aspe is a principal, member of the investment committee and chairman of the advisory board of Discovery Americas I L.P. (the “Discovery Fund”) and Evercore Mexico Capital Partners II, L.P. (“EMP II”). Mr. Aspe serves as a director of Televisa S.A.

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de C.V. and the McGraw Hill Companies. Mr. Aspe also currently serves as a member of the board of Concesionaria Vuela Compañia de Aviación and Controladora Vuela Compañia de Aviación (Volaris), and a member of the advisory board of Marvin & Palmer and of MG Capital, in Monterrey, Mexico.

Mr. Aspe is a member of the board of the Carnegie Foundation, the Advisory Board of Stanford University’s Institute of International Studies and the visiting committee of the Department of Economics of the Massachusetts Institute of Technology. Mr. Aspe received a B.A. in Economics from Instituto Tecnológico Autónomo de México and a Ph.D. in Economics from the Massachusetts Institute of Technology.

Richard I. Beattie, is Chairman of Simpson Thacher & Bartlett LLP (“STB”), a position he has held since 2004. Mr. Beattie has been a partner of STB since 1977 and had served as Chairman of the Executive Committee of that firm from 1991 to 2004. Mr. Beattie specializes in counseling boards of directors and non-management directors on governance issues, investigations and litigation involving corporate officers and other crisis situations. He also specializes in mergers and acquisitions and leveraged buyouts. Mr. Beattie also has a distinguished record of public service, including serving as General Counsel of the Department of Health, Education and Welfare during President Carter’s administration and as a Senior Advisor to the Secretary of State for Reorganization Issues in 1997 during President Clinton’s administration. From 1995 to 1997, Mr. Beattie served as President Clinton’s Emissary for Cyprus. He is a member of the board of directors of Harley-Davidson, Inc. and Heidrick & Struggles International Inc.

Mr. Beattie is also a member of the board of directors of the Carnegie Corporation and the National Women’s Law Center, as well as a member of the Council on Foreign Relations and Vice Chairman of the Board of Overseers and Managers of Memorial Sloan-Kettering Cancer Center and Chairman of the Board of Managers of Memorial Hospital for Cancer and Allied Diseases. Mr. Beattie is also chairman of the board and founder of New Visions for Public Schools, a not-for-profit organization that develops and implements programs to affect system-wide improvements in public education in New York City. Mr. Beattie joined STB in 1968 after graduating from the University of Pennsylvania Law School. Prior to law school, he served four years in the Marine Corps as a jet pilot after graduating from Dartmouth College in 1961.

Francois de Saint Phalle, has been a private equity investor, financial advisor and investment banker for more than thirty-five years. Mr. de Saint Phalle has been a private investor since 2000 and was a consultant for Evercore from 2000 to 2002. From 1989 to 2000 he was chief operating officer and vice chairman of Dillon, Read & Co. Inc. before it was merged into UBS. In this capacity he was responsible for the oversight of the firm’s capital commitments in debt and equity markets. Previously, Mr. de Saint Phalle worked for 21 years at Lehman Brothers. He was named a general partner of the firm in 1976 and at various points he managed the Corporate Syndicate Department, the Equity Division and co-headed the Corporate Finance Department. From 1985 to 1989 he served as chairman of Lehman International, with a primary responsibility for developing a coordinated international finance strategy with American Express which had acquired Lehman in 1984. He was named to Lehman’s Operating and Compensation Committees in 1980. Mr. de Saint Phalle is also a director of BlackRock Kelso Capital Corporation and serves on its audit and governance committees.

Mr. de Saint Phalle is a member emeritus of the board of visitors of Columbia College. He received his B.A. from Columbia College.

Gail B. Harris, was a partner at STB from 1984 to 1998, specializing in corporate and securities law, with an emphasis on media companies and joint ventures, and is currently Of Counsel to the firm. While at STB, Ms. Harris also represented underwriters in public debt and equity transactions and in the development of new financial products. Ms. Harris is a director of CIGNA Life Insurance Company of New York and chair of the outside directors committee. Additionally, Ms. Harris is an adjunct professor of law at Ohio State University, Moritz College of Law, where she participates in their Distinguished Practitioners in Residence Program in Business Law. She is also the president of the board of directors of New York Cares, a leading non-profit organization providing volunteer services in New York City.

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Ms. Harris serves on the dean’s advisory council of Stanford Law School and the Stanford Law School Campaign Steering Committee. She was formerly a member of the executive committee of the Stanford Law School board of visitors and is a former chair of the National Law Fund of Stanford Law School. Ms. Harris received a B.A. with distinction from Stanford University and a J.D. from Stanford Law School.

Curt Hessler, has been an adjunct professor at the UCLA School of Law since 2003. Mr. Hessler has held various CEO and board-level leadership positions in media and information technology companies. In 1998, Mr. Hessler founded 101 Communications LLC, an information technology media company, as CEO and served as the company’s chairman until its sale in 2006. From 1985 to 1991, he was vice-chairman and chief financial officer of Unisys Corporation; from 1991 to 1995, he was executive vice president of Times Mirror Company; he was chairman of I-net. Inc. during 1996; and he was president of Quarterdeck Corporation in 1997 and 1998. From 1981 to 1983, Mr. Hessler practiced law as a partner at Paul Weiss Rifkind Wharton & Garrison. From 1976 to 1981, Mr. Hessler served as the U.S. Assistant Secretary of the Treasury for Economic Policy, executive director of President’s Economic Group, and associate director of OMB. He clerked for Judge J. Skelly Wright of the U.S. Court of Appeals in D.C. from 1973 to 1974 and then clerked for Justice Potter Stewart of the U.S. Supreme Court from 1974 to 1975. Mr. Hessler is currently a director of Learning Tree International, Inc. and serves on its compensation and governance committees.

Mr. Hessler received a B.A. from Harvard College, a J.D. from Yale Law School and an M.A. from the University of California at Berkeley. He was also a Rhodes Scholar of Balliol College at Oxford.

Anthony N. Pritzker, is a co-founder of The Pritzker Group, a private investment firm representing Pritzker family interests which partners with management teams in leveraged buyouts, acquisitions and recapitalizations of middle-market companies across a broad range of manufacturing, distribution and service industry sectors, where he has served as managing partner since January 2004. He has also served as chairman of Am-Safe, Inc. since September 2004. Mr. Pritzker has over twenty years experience leading middle-market manufacturing and distribution companies. From 2000 to 2004 he served as president of Baker Tanks, a leading tank and pump equipment rental company. In 1998, he was appointed by the Marmon Group to oversee Stainless Industrial Companies, a portfolio of several industrial manufacturing companies. Mr. Pritzker served as president of Stainless Industrial Companies from January 1998 to December 2005. From 1996 to 1998 he served as the regional vice president of operations in Asia for Getz Bros. & Co. Prior to 1996, Mr. Pritzker was a group executive at the Marmon Group and directed operations at Arzo, MD Tech, Micro-Aire, Oshkosh Door and Fenestra.

Mr. Pritzker is a trustee of Cal Arts, serves as a director for Heal The Bay and is a member of the Dartmouth board of overseers. Mr. Pritzker graduated with a B.A. from Dartmouth College and an M.B.A. from the University of Chicago.

Ralph L. Schlosstein, has served as our CEO and President since May 22, 2009, and prior to joining Evercore, was the CEO of HighView Investment Group, an alternative investment management firm. Prior to forming HighView in 2008, Mr. Schlosstein was for almost twenty years the President of BlackRock, a publicly traded asset management firm. Mr. Schlosstein co-founded BlackRock in 1988, was a director, chaired BlackRock’s management committee, and served on its executive committee and its investment committee. Prior to founding BlackRock in 1988, Mr. Schlosstein was a managing director in Investment Banking at Lehman Brothers. While at Lehman, Mr. Schlosstein started the firm’s interest rate swap business and led its Mortgage and Savings Institutions Group. From 1977 to 1981, Mr. Schlosstein worked for the Federal government. Initially, he was deputy to the assistant secretary of the Treasury Department. In mid-1977, he became associate director of The White House Domestic Policy Staff where he was responsible for advising President Carter on urban policy, economic development and housing issues, as well as the Chrysler loan guarantee program. From 1974 to 1977, Mr. Schlosstein was an economist for the Congressional Joint Economic Committee.

Mr. Schlosstein is a member of the visiting board of overseers of the John F. Kennedy School of Government at Harvard University, a trustee of the American Museum of Natural History, and a trustee of New

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Visions for Public Education and The Public Theater in New York City. Previously, Mr. Schlosstein was a director of Pulte Corporation, the nation’s largest homebuilder, a trustee of Denison University, a trustee of Trinity School in New York City. He earned a BA degree, in economics, cum laude, from Denison University in 1972, and completed his coursework for a Masters of Public Policy from the Graduate School of Public and International Affairs at the University of Pittsburgh.

Qualifications of Nominees Considered by the Board

When considering whether director nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the Board to satisfy its oversight responsibilities effectively in light of our business and structure, the Nominating and Corporate Governance Committee and the Board focused primarily on the information discussed in each of the directors’ individual biographies set forth above. In particular, with regard to Mr. Altman, the Board considered his position as a founder, his extensive knowledge of our industry and his investment banking and government experience prior to founding Evercore. With regard to Mr. Aspe, the Board considered his experience as a founder of Protego, a business that was and is involved in similar business lines as our U.S. operations, along with Mr. Aspe’s reputation and stature in Mexico, Latin America generally and the United States due to his senior level government experience and board experience with major multi-national corporations. With regard to Mr. Beattie, the Board considered his legal experience counseling boards on governance issues, his experience advising multi-national companies on a wide range of business transactions and his experience serving on other boards. With regard to Mr. de Saint Phalle, the Board considered his extensive experience in investment banking, private equity, corporate finance and the investment management industry and his experience with financial and accounting matters. With regard to Ms. Harris, the Board considered her legal experience representing investment banks and multi-national companies on a wide range of business transactions, corporate governance matters, and evaluating and forming complex legal structures and arrangements with respect to acquisitions, joint ventures and mergers and her director experience. With regard to Mr. Hessler, the Board considered his experience in executive level management at companies with complex multi-national operations, including service with multiple public companies, his board experience, his legal experience and his experience in government affairs, including having previously served as the U.S. Assistant Secretary of the Treasury for Economic Policy and as executive director of the President’s Economic Group. With regard to Mr. Pritzker, the Board considered his extensive investment and management experience, having over 20 years of experience leading middle-market manufacturing and distribution companies. With regard to Mr. Schlosstein, the Board considered his service as our CEO and President and his investment and financial management experience, including his service as the President and co-founder of BlackRock for twenty years.

To find additional information on these directors, see “RELATED PERSON TRANSACTIONS AND OTHER INFORMATION.”

Board Recommendation

Our Board of Directors unanimously recommends a vote “FOR” the election of each of Roger C. Altman, Pedro Aspe, Richard I. Beattie, Francois de Saint Phalle, Gail B. Harris, Curtis Hessler, Anthony N. Pritzker and Ralph L. Schlosstein, each of whom has also been recommended by our Nominating and Corporate Governance Committee, which is comprised exclusively of independent directors.

Unless authority to vote for one or more of the nominees is specifically withheld according to the instructions, the proxies named in the enclosed proxy card will be voted “FOR” the election of Messrs. Altman, Aspe, Beattie, de Saint Phalle, Hessler, Pritzker, Schlosstein and Ms. Harris. Our Board does not contemplate that any of the nominees will be unable to serve as a director, but if that contingency should occur prior to the Annual Meeting, the persons named as proxies in the enclosed proxy card reserve the right to vote for such substitute nominee or nominees as they, in their discretion, may determine.

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EXECUTIVE OFFICERS

Set forth below are biographical summaries of our executive officers as of April 14, 2011.

See “ELECTION OF DIRECTORS” above for information about Messrs. Altman, Aspe and Schlosstein.

Adam B. Frankel (43), General Counsel, is responsible for our legal and compliance functions. Prior to joining us in July 2006, Mr. Frankel was senior vice president, general counsel and corporate secretary of Genesee & Wyoming Inc. from 2003 to 2006, a leading owner and operator of short line and regional freight railroads in the United States, Canada, Mexico, Australia and Bolivia. Mr. Frankel was also responsible for matters related to human resources and government affairs. Prior to that, Mr. Frankel worked from 1999 until 2003 as a corporate and transactions attorney in the office of the general counsel at Ford Motor Company. From 1995 until 1999, Mr. Frankel was an associate at STB in London and New York.

Mr. Frankel was a member of the board of directors at Picis, Inc. and the board’s compensation and audit committees from 2006 to 2009. Picis, Inc. is an established provider of innovative health care information technology solutions focused on the delivery of patient care in the high acuity areas of the hospital. Mr. Frankel is a member of the Board of Visitors of Stanford Law School and a trustee at the HealthCare Chaplaincy and the Sesame Workshop. He has a B.A. from Brown University and a J.D. from Stanford Law School.

Eduardo Mestre (62), Co-Vice Chairman, is responsible for our corporate advisory business in the United States. Mr. Mestre joined Evercore as our Vice Chairman in 2004 and became Co-Vice Chairman in 2006 with Mr. Taylor joining Evercore. From 2001 to 2004, Mr. Mestre served as chairman of Citigroup’s global investment bank. From 1995 to 2001, he served as head of investment banking and, prior to that, as co-head of mergers and acquisitions at Salomon Smith Barney. As head of investment banking, Mr. Mestre led Salomon’s business integration efforts arising from the various mergers that led to the creation of Citigroup. Prior to joining Salomon in 1977, Mr. Mestre practiced law at Cleary Gottlieb Steen & Hamilton LLP.

Mr. Mestre has been nominated by the board of directors of Comcast Corporation to serve as a board member and is included in Comcast Corporation’s 2011 proxy statement. Mr. Mestre has been a member of the board of directors of Avis Budget Group, Inc. since 2008 and a past chairman of the board of Cold Spring Harbor Laboratory from 2004-2010. Mr. Mestre has a B.A. from Yale University and a J.D. from Harvard Law School.

Bernard J. Taylor (54), Co-Vice Chairman, is responsible for our business in Europe. Mr. Taylor was previously chief executive of Braveheart Financial Services Limited (“Braveheart” subsequently named Evercore Partners Limited, which we refer to in these proxy materials as “Evercore Europe”), which was acquired by us in December 2006, and upon the closing of the acquisition, Mr. Taylor joined Evercore as a Co-Vice Chairman. In 1999, Mr. Taylor was joint chief executive of global investment banking (corporate advisory, securities, banking and capital markets worldwide) and deputy chairman and chief executive of Robert Fleming & Co. Limited. On the acquisition of Flemings by Chase Manhattan, Mr. Taylor became responsible for the investment banking activities of the expanded Chase Manhattan Bank in Europe, Middle East and Africa as vice chairman and a member of the Chase Global Management Committee in New York. Following the acquisition of JPMorgan by Chase, Mr. Taylor remained a vice chairman of JPMorgan Investment Banking (Europe) until March 2006, when he joined Braveheart.

Mr. Taylor is a member of the Council of Oxford University and is chairman of the audit and scrutiny committee of the university, a fellow of the Royal Society of Chemistry, Royal Commissioner on the Commission of 1851, chairman of ISIS Innovation Limited and a non-executive director of Oxford Instruments Group plc. He was educated at Cheltenham College and St. Johns College, Oxford University.

Robert B. Walsh (54), Chief Financial Officer, is responsible for our financial, tax, information technology and facilities functions and certain similar functions for our private equity funds. Mr. Walsh was appointed Chief Financial Officer in June of 2007. Prior to joining us, Mr. Walsh was a senior partner at Deloitte, our independent

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registered public accounting firm, where he had been employed for the previous 27 years. At Deloitte, Mr. Walsh was responsible for managing Deloitte’s relationship with a variety of leading financial services industry clients, including Morgan Stanley, The Blackstone Group and Cantor Fitzgerald. At Deloitte, Mr. Walsh served as deputy managing partner and was directly responsible for managing its national advisory services businesses. At Deloitte, Mr. Walsh did not have any responsibility for our account. Mr. Walsh received a Bachelor of Science degree from Villanova University. Mr. Walsh currently serves on the board of directors of New York Cares and IFA Insurance Company, a privately held property-casualty insurer.

Each of our executive officers serves at the discretion of our Board without specified terms of office.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, or the “Exchange Act”, requires our directors and executive officers, and any persons who beneficially own more than 10% of our stock, to file with the SEC initial reports of ownership and reports of changes in ownership in our stock. Such persons are required by SEC regulations to furnish to us copies of all Section 16(a) forms they file. As a matter of practice, our administrative staff assists our directors and officers in preparing and filing such reports with the SEC.

To our knowledge, based solely on the review of the reports filed by us on behalf of these individuals and written representations that no other reports were required, since January 1, 2010, except as previously disclosed, all such Section 16(a) filing requirements were met.

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RELATED PERSON TRANSACTIONS AND OTHER INFORMATION

Tax Receivable Agreement

Partnership units in Evercore LP are held by current and former Senior Managing Directors (“SMDs”) who provided services to our predecessor entities prior to the IPO and by Mr. Schlosstein. Other executive officers who hold partnership units in Evercore LP include Messrs. Altman, Aspe, Mestre and Frankel. Partnership units in Evercore LP may be exchanged for shares of our Class A common stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications. Evercore LP has made and intends to make an election under Section 754 of the Internal Revenue Code (the “Code”) effective for each taxable year in which an exchange of partnership units for shares occurs, which may result in an adjustment to the tax basis of the assets owned by Evercore LP at the time of an exchange of partnership units. The exchanges have resulted and may in the future result in increases in the tax basis of the tangible and intangible assets of Evercore LP that otherwise would not have been available. These increases in tax basis increased and in the future would increase (for tax purposes) amortization and, therefore, reduce the amount of tax that we would otherwise be required to pay.

In connection with our initial public offering, which we refer to as our “IPO,” we have entered into a tax receivable agreement with certain of our current and former SMDs who were partners prior to our IPO, including Messrs. Altman, Aspe, Frankel and Mestre, that provides for the payment by us to an exchanging Evercore partner of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax that we actually realize as a result of these increases in tax basis. We expect to benefit from the remaining 15% of cash savings, if any, in tax benefits that we realize. For purposes of the tax receivable agreement, cash savings in income tax will be computed by comparing our actual income tax liability to the amount of such taxes that we would have been required to pay had there been no increase to the tax basis of the tangible and intangible assets of Evercore LP as a result of the exchanges and had we not entered into the tax receivable agreement. The term of the tax receivable agreement will continue until all such tax benefits have been utilized or expired, unless we exercise our right to terminate the tax receivable agreement for an amount based on agreed payments remaining to be made under the agreement.

While the actual amount and timing of any payments under this agreement will vary depending upon a number of factors, including the timing of exchanges, the extent to which such exchanges are taxable and the amount and timing of our income, we expect that, as a result of the size of the increases of the tangible and intangible assets of Evercore LP attributable to our interest in Evercore LP, during the expected term of the tax receivable agreement, the payments that we may make to such SMDs could be substantial. Although we are not aware of any issue that would cause the Internal Revenue Service to challenge a tax basis increase, we are not entitled to reimbursement for any payments previously made under the tax receivable agreement.

In 2007 and 2009, we completed public offerings for the sale of shares of Class A common stock for cash consideration. We contributed all of the net proceeds from these public offerings to Evercore LP, and Evercore LP issued to us Evercore LP partnership units. In conjunction with these public offerings, SMDs (including certain of our executive officers) and certain related trusts exchanged Evercore LP partnership units for shares of our Class A common stock on a one-for-one basis. Due to the exchange, certain SMDs became entitled to payments under the tax receivable agreement. The following table shows the amount paid to our executive officers pursuant to the tax receivable agreement in 2010:


Name	Tax Receivable Payments during 2010
Roger C. Altman	$	447,244
Pedro Aspe		55,891
Eduardo Mestre		154,436
Adam B. Frankel		20,263

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2010 Follow-On Offering

In October 2010, we completed a public offering for the sale of 3,037,219 shares of Class A common stock for cash consideration of $26.125 per share (net of underwriting discounts). We used all of the proceeds from this offering to purchase from certain holders a number of outstanding Evercore LP partnership units that was equal to the number of newly-issued shares of Class A common stock sold by us. In connection with the offering, we repurchased 315,000 partnership units from Mr. Altman and certain related trusts and 305,752 partnership units from Mr. Aspe and certain related trusts, 220,529 partnership units from Mr. Mestre and 24,999 partnership units from Mr. Frankel, each for a per unit price equal to $26.125. Due to the purchase of partnership units by us, certain SMDs became entitled to additional payments under the tax receivable agreement in subsequent years. Assuming no material changes in the relevant tax law, and that we earn sufficient taxable income to realize the full tax benefit of the increased amortization of our assets, we expect that future payments under the tax receivable agreement relating to these purchases to aggregate approximately $31.4 million and which will approximate $2.0 million per year over the next 15 years.

Registration Rights Agreement

We have entered into a registration rights agreement pursuant to which we may be required to register the sale of shares of our Class A common stock held by certain current and former SMDs, including Messrs. Altman, Aspe, Frankel and Mestre upon exchange of partnership units of Evercore LP held by such SMDs. Under the registration rights agreement, such SMDs have the right to request us to register the sale of their shares of Class A common stock and may require us to make available shelf registration statements permitting sales of shares into the market from time to time over an extended period. In addition, such SMDs will have the ability to exercise certain piggyback registration rights in connection with registered offerings requested by other SMDs or initiated by us.

Relationship with Private Equity Funds

Our Pre-IPO Funds

Prior to our IPO, Messrs. Altman and Mestre were awarded the right to receive a portion of the carried interest earned by the general partner of Evercore Capital Partners II private equity fund (“ECP II”) and Mr. Aspe was awarded the right to receive a portion of the carried interest earned by the general partner of the Discovery Fund. Following our reorganization in connection with the IPO, the general partners of these funds are no longer our consolidated subsidiaries, and we do not treat carried interest received from these entities by our employees as compensation. However, Evercore LP, through its subsidiaries, is a non-managing member of the general partner of the ECP II, a limited partner of the general partner of the Discovery Fund and Evercore LP, through its subsidiaries, is entitled to receive (1) 0% to 10% (depending on the particular fund investment) of the carried interest realized from ECP II and the Discovery Fund and (2) gains (or losses) on investments made by each of the funds based on the amount of capital in that fund which is contributed to, or subsequently funded by, us. As a result, ECP II and Discovery Fund transactions involving Messrs. Altman and Mestre are deemed to be Related Party Transactions given our continued interest in those funds.

Evercore Mexico Capital Partners II

Evercore LP, through its subsidiaries, is a non-managing member of the general partner of the general partner of EMP II and is entitled to 50% of the carried interest realized from EMP II and gains (or losses) on investments made by EMP II based on the amount of capital which is contributed to, or subsequently funded by, us. For EMP II, we include as consolidated revenue all realized and unrealized carried interest earned by the general partner of EMP II, although a portion of the carried interest is allocated to employees, including Mr. Aspe, and such amounts are recorded as compensation expense.

The ultimate values of carried interest in respect of investments by EMP II is not determinable until the investments have been fully divested or otherwise monetized by the relevant fund, a process that can take many

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years. As a result, Mr. Aspe may receive additional carried interest in any fiscal year attributable to carried interest allocated in previous fiscal years (subject to achievement of a minimum investment return for our funds’ outside investors). For EMP II, carried interest is allocated on a fund-wide basis rather than on an investment-by-investment basis, and the timing of grants of carried interest for EMP II was tied to the formation of the fund. No portion of such carried interest is paid to employees until such time as the carried interest is actually paid to the general partner of EMP II. Carried interest for EMP II is subject to vesting, generally over a period of four years, and may only be transferred under limited circumstances.

For 2010, there was no carried interest earned by the general partner of EMP II or paid to Mr. Aspe.

Transactions with our Private Equity Funds

As of December 31, 2010, we had approximately $4.9 million, $2.7 million and $7.6 million of investments in and approximately $0.3 million, $0.2 million and $5.3 million of unfunded commitments to ECP II, the Discovery Fund and EMP II (collectively, “Private Equity Funds”), respectively. Certain employees and current and former SMDs, including Mr. Altman and Mr. Aspe, have also invested their own capital in side-by-side investments with our Private Equity Funds. These interests in the general partner of our Private Equity Funds and the side-by-side investments are not subject to management fees or carried interest. These investment opportunities have been available to our SMDs and to those of our employees whom we have determined to have a status that reasonably permits us to offer them these types of investments in compliance with applicable laws.

The following table discloses side-by-side investments and capital contributions made in cash by our executive officers and cash proceeds from dispositions received by our executive officers during the year specified (which includes carried interest, return of capital, dividends, interest and realized gains) in connection with our Private Equity Funds since January 1, 2010.


Name	Investments and Capital Contributions		Net Proceeds from Dispositions
Altman	$	2,490	$	192,753
Mestre	$	246	$	33,459
Aspe	$	5,000,000		—

Evercore LP Partnership Agreement

We operate our business through Evercore LP and its subsidiaries and affiliates. As the general partner of Evercore LP, we have unilateral control over all of the affairs and decision making of Evercore LP. As such, we, through our officers and directors, are responsible for all operational and administrative decisions of Evercore LP and the day-to-day management of Evercore LP’s business. Furthermore, we cannot be removed as the general partner of Evercore LP without our approval.

Distributions

Pursuant to the Second Amended and Restated Partnership Agreement (the “Partnership Agreement”) of Evercore LP, we have the right to determine when distributions will be made to the partners of Evercore LP and the amount of any such distributions. If we authorize a distribution, such distribution will be made to the partners of Evercore LP (1) in the case of a tax distribution (as described below), to the holders of partnership units in proportion to the amount of taxable income of Evercore LP allocated to such holder and (2) in the case of other distributions, pro rata in accordance with the percentages of their respective partnership units. We may, however, authorize a distribution to the partners of Evercore LP who hold vested and unvested units in accordance with the percentages of their respective vested and unvested partnership units in the event of an extraordinary dividend, refinancing, restructuring or similar transaction.

The holders of partnership units in Evercore LP will incur U.S. federal, state and local income taxes on their proportionate share of any net taxable income of Evercore LP. Net profits and net losses of Evercore LP will

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generally be allocated to its partners pro rata in accordance with the percentages of their respective partnership units. The partnership agreement provides for cash distributions to the partners of Evercore LP if we determine that the taxable income of Evercore LP will give rise to taxable income for its partners. In accordance with the partnership agreement, we intend to cause Evercore LP to make cash distributions to the holders of partnership units of Evercore LP for purposes of funding their tax obligations in respect of the income of Evercore LP that is allocated to them. Generally, these tax distributions will be computed based on our estimate of the net taxable income of Evercore LP allocable to such holder of partnership units multiplied by an assumed tax rate equal to the highest effective marginal combined U.S. federal, state and local income tax rate prescribed for an individual or corporate resident in New York, New York (taking into account the non-deductibility of certain expenses and the character of our income). If we pay dividends, our SMDs who hold limited partnership interests will be entitled to receive equivalent distributions pro rata based on their partnership interests in Evercore LP, although these individuals will not be entitled to receive any such dividend-related distributions in respect of unvested partnership units. For 2010, Messrs. Altman, Aspe, Mestre, Frankel and Schlosstein received $1,353,605, $680,164, $216,101, $33,780 and $876,624, respectively, as dividend-related distributions on vested partnership units.

Vesting Provisions

As part of a larger overhaul of our equity arrangements to ensure better alignment between employee stockholders and other stockholders, all of our SMDs amended the Partnership Agreement on July 27, 2009. One of the main changes was to remove the event-based vesting terms for unvested partnership units that were triggered if two of three of Messrs. Altman, Beutner or Aspe did not continue to be employed by, or to serve as a director of, the Company or our affiliates or if each of Messrs. Altman, Beutner or Aspe and certain associated entities ceased to beneficially own a specified percentage of their Evercore equity. Instead, we adopted more traditional time-based vesting provisions. Unvested partnership units will now vest ratably on December 31, 2011, 2012 and 2013, so long as the equity holder remains employed with us, Evercore LP or their affiliates on such dates. In addition, 100% of the unvested Evercore LP partnership units held by an SMD will vest upon our change in control or if such SMD dies or becomes disabled while in our employ. Our Equity Committee (as discussed and defined below) may also accelerate vesting of unvested partnership units at any time. Unvested Evercore LP partnership units that are forfeited will be: (a) reallocated on a pro-rata basis to other currently employed SMDs of Evercore (other than Mr. Altman) who were Evercore SMDs prior to our IPO if such forfeited LP partnership units were held by an Evercore pre-IPO SMD, (b) reallocated on a pro-rata basis to other currently employed SMDs of Protego (other than Mr. Aspe) who were Protego SMDs prior to the IPO, if such forfeited LP partnership units were held by a Protego pre-IPO SMD or (c) cancelled, in the event that there are no other eligible SMDs.

Transfer Restrictions

In conjunction with the decision to rationalize the partnership unit vesting provisions contained in the Partnership Agreement, the transfer restrictions were also amended. Previously, the Partnership Agreement provided that on the fifth anniversary of our IPO, holders of vested partnership units could transfer or exchange all such units, as long as they were still employed by us on such date (with the exception of Messrs. Altman and Aspe, who could transfer partnership units on such date regardless of their employment status). Concluding that the cliff transfer provision created an unhelpful market overhang and could have an unnecessarily negative impact of the value of the equity, the Partnership Agreement now provides that Evercore LP vested partnership units can be exchanged for shares of our Class A common stock in 20% increments on each of December 31, 2009, 2010, 2011, 2012 and 2013, as long as the holder is still employed by us on such dates (with the exception of Messrs. Altman and Aspe, who will be able to transfer partnership units on such dates regardless of their employment status). SMDs who participated in the 2010 Follow-On Offering were able to include in that offering all or a portion of the vested Evercore LP partnership units that would have otherwise become freely transferable in the future.

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Once the Evercore LP vested partnership units can be exchanged, holders of fully vested partnership units in Evercore LP (other than us) may exchange these partnership units for shares of Class A common stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications. At any time a share of Class A common stock is redeemed, repurchased, acquired, cancelled or terminated by us, one partnership unit registered in our name will automatically be cancelled by Evercore LP so that the number of partnership units we hold at all times equals the number of shares of our Class A common stock then outstanding.

Notwithstanding the restrictions on transfer and exchange of Evercore LP partnership units described above and in addition to any other permitted transfer, Mr. Altman may transfer to charities, and these charitable transferees may sell, up to an aggregate of $10 million of Evercore LP partnership units or Class A common stock without the approval of the Equity Committee. In addition, all SMDs are allowed to donate within any fiscal year up to 10% of the aggregate amount of their vested Evercore LP partnership units and vested but restricted shares of Class A common stock to charities, which can, in the case of partnership units, exchange such partnership units into freely tradable shares of Class A common stock or, in the case of restricted stock, have such restrictions removed and sell such shares of Class A common stock.

Equity Committee

The Partnership Agreement provides for an “Equity Committee,” which is currently comprised of Mr. Altman, Mr. Aspe and Mr. Schlosstein. If a member of the Equity Committee ceases to be associated with us, he will cease to be a member of the Equity Committee. All decisions made by the Equity Committee must be unanimous.

The Equity Committee may accelerate vesting of unvested Evercore LP partnership units in whole or in part at any time and may permit transfers or exchanges by holders who remain our employees. In addition, the Equity Committee may, from time to time in its sole discretion, permit transfers or exchanges of Evercore LP partnership units held by Mr. Altman, Mr. Aspe and Mr. Schlosstein. If the Equity Committee permits any employee to transfer or exchange Evercore LP partnership units, each employee will be entitled to participate ratably with one another in any such permitted disposition (i.e., each such holder shall be permitted to dispose of an equal proportion of his or her Evercore LP partnership units, provided such units have vested).

Dissolution

Evercore LP may be dissolved only upon the occurrence of certain unlikely events specified in the Partnership Agreement. Upon dissolution, Evercore LP will be liquidated and the proceeds from any liquidation shall be applied and distributed in the following order:

•

First, to pay the debts, liabilities and expenses of Evercore LP;

•

Second, as reserve cash for contingent liabilities of Evercore LP; and

•

Third, to distribute pro rata to all vested Class A and B partnership units.

Acquisition of Braveheart Financial Services Limited

On December 19, 2006, we completed the acquisition of all of the share capital of Braveheart, pursuant to the sale and purchase agreement, dated July 31, 2006, as amended by the closing agreement, dated December 19, 2006, in each case by and among us and the shareholders of Braveheart, including Mr. Taylor. In addition, we entered into a registration rights agreement with the former shareholders of Braveheart, including Mr. Taylor, providing for demand registration rights exercisable by our Equity Committee and piggyback registration rights exercisable by the former shareholders of Braveheart. This agreement is substantially similar to the registration rights agreement that we entered into with our SMDs. We recently agreed with Mr. Taylor to clarify the transfer

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restrictions associated with the remaining 892,309 shares we issued as consideration for Braveheart. Such shares are to be released pro-rata on January 1, 2011, January 1, 2012 and October 1, 2012, with the opportunity for an accelerated release of transfers of (a) in connection with secondary offerings by employees or (b) termination of employment after August 11, 2011. In addition, in the event an SMD of ours ceases to be employed and his or her equity in Evercore LP is reallocated to currently employed pre-IPO SMDs, Mr. Taylor will also receive a pro-rata allocation of equity in connection with such distribution. Mr. Taylor caused 48,025 shares that he was entitled to receive pursuant to this provision to be delivered to a charity.

Business Use of Personal Aircraft

Mr. Altman indirectly owns a 50% interest in a Hawker 800XP aircraft (the “Aircraft”) that Evercore uses for business travel. Until May 12, 2010, we reimbursed Mr. Altman for the costs of his use of the aircraft for business travel, and such reimbursement was on terms that we believed were comparable to the costs we would have incurred by obtaining such air-travel from an independent third party. For travel undertaken during 2010, those costs were $422,206. For security, safety and health reasons, our Board adopted a policy of requiring our Chairman and CEO to use private aircraft for business air travel to the maximum extent possible. As part of this policy and increased use of the plane, on May 12, 2010, we entered into an aircraft dry lease agreement with the owners of the Aircraft, which renews on an annual basis. Evercore is responsible for all direct costs associated with the operation of the Aircraft, including fuel, maintenance, crew cost, hangar and storage and all fines, fees and penalties associated with its use of the Aircraft. Evercore is named as an additional insured on the owners’ existing insurance policies and is responsible for its pro-rata portion of insurance costs. Under the terms of the lease, Evercore is responsible to pay a basic rent of $55,000 per month and an additional rent if Evercore exceeds 450 hours of use of the Aircraft during the lease term. The lease is limited to 550 hours of use of the Aircraft during the term. In addition, Mr. Altman and Mr. Schlosstein have each agreed to reimburse Evercore for their respective personal use of the aircraft to the maximum extent legally permissible under FAA regulations which is an amount equal to two times the fuel costs plus specified other expenses. Each of Mr. Altman and Mr. Schlosstein is responsible for all taxes due on any income imputed to him in connection with his personal use of Company transportation. For 2010, Evercore has paid $2,359,912 under the lease, and Mr. Altman and Mr. Schlosstein have reimbursed Evercore $203,264 and $8,955, respectively.

Subscription Agreement with Mr. Schlosstein

On May 21, 2009, prior to Mr. Schlosstein’s election as a director and appointment as our President and CEO, we, Evercore LP, Mr. Schlosstein and Jane Hartley, as the Trustee of the Ralph L. Schlosstein 1998 Long-Term Trust, entered into a subscription agreement in which Mr. Schlosstein and Ms. Hartley, as Trustee, subscribed for and agreed to purchase at fair market value 1,391,466 Class B-3 Units of Evercore LP for a purchase price of $15,000,000 and Evercore LP agreed to issue the units to Mr. Schlosstein and Ms. Hartley, as Trustee, and admit Mr. Schlosstein and Ms. Hartley, as Trustee, as limited partners of the Partnership. In addition, Evercore LP agreed to sell to each of Mr. Schlosstein and Ms. Hartley, as Trustee, one share of our Class B common stock.

The units will not be exchangeable for a five year period (other than in the event of the earlier of (i) termination of Mr. Schlosstein’s employment due to death, disability, termination without cause or resignation for good reason and (ii) our change in control), and can not be pledged as collateral to secure a loan or other financing or be hedged prior to the time when such units become exchangeable.

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In the event Mr. Schlosstein resigns without good reason or is terminated for cause, we will have the option, but not the obligation, to reacquire all of the purchased units at their then fair market value by exercising a “call right” within 90 days following Mr. Schlosstein’s termination. If such termination occurs within the first 5 years, the determination of fair market value will include adjustments for lack of marketability in the manner taken into account for purposes of the initial accounting valuation. If such termination occurs after 5 years, the determination of fair market value will not include an adjustment for lack of marketability.

Policy Regarding Transactions with Related Parties

In 2007, we adopted a written Policy Regarding Transactions with Related Parties (as defined below) which requires that a Related Party must promptly disclose to our General Counsel the material terms of any transaction in which we are to be a participant and the amount involved exceeds $120,000 and in which such Related Party had or will have a direct or indirect material interest. The General Counsel will then communicate that information to the Board. No related party transaction will be consummated without the approval of the Board, the Nominating and Corporate Governance Committee of the Board or another committee composed of three independent directors. It is our policy that directors interested in a Related Party transaction will recuse themselves from any vote involving such a related party transaction. A “Related Party” is any of our executive officers, directors or director nominees, any stockholder owning in excess of 5% of our stock, or any immediate family member of any of the foregoing persons.

The related person transactions discussed under “—Tax Receivable Agreement;” “—Registration Rights Agreement;” “—Relationship with Private Equity Funds;” and “—Evercore LP Partnership Agreement” that were entered into prior to the IPO were not approved in accordance with our Policy Regarding Transactions with Related Parties because such transactions were undertaken prior to the adoption of such policy.

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CORPORATE GOVERNANCE

Director Independence

General

Pursuant to the General Corporation Law of the State of Delaware, the state in which we are organized, and our Amended and Restated Bylaws, our business, property and affairs are managed by or under the direction of our Board. Members of our Board are kept informed of our business through discussions with our executive officers and other officers, by reviewing materials provided to them by management and by participating in meetings of the Board and its committees.

NYSE Requirements

Under the NYSE’s corporate governance rules, no director qualifies as independent unless our Board affirmatively determines that the director has no “material relationship” with us, either directly or as a partner, shareholder, or officer of an organization that has a relationship with us. In addition, directors who have relationships covered by one of five bright-line independence tests established by the NYSE, as discussed below, may not be found to be independent.

The NYSE’s director independence requirements are designed to increase the quality of board oversight at listed companies and to lessen the possibility of damaging conflicts of interests. The NYSE’s corporate governance rules do not define every relationship that will be considered material for purposes of determining a director’s independence from our management. Material relationships can include commercial, industrial, banking, consulting, legal, accounting, charitable, and familial relationships, among others. As the concern is a director’s independence from our management, however, the NYSE does not view the ownership of even a significant amount of our stock, by itself, as a bar to an independence finding.

The NYSE has adopted five bright-line independence tests for directors. Each of these tests describes a specific set of circumstances that will cause a director to be not independent from our management. For example, a director who is an employee of ours, or whose immediate family member is an executive officer of ours, is not independent until three years after the end of the employment relationship. The other bright-line independence tests also have a three-year look-back requirement and address circumstances involving: the receipt of more than $120,000 per year in direct compensation from us, except for certain permitted payments such as director fees; employment by or affiliations with our current or former internal or external auditors; interlocking directorates; and certain business relationships involving companies that make payments to, or receive payments from, us above specified annual thresholds. For more information about the NYSE’s bright-line director independence tests, including the NYSE commentary explaining the application of the tests, please go to the NYSE Web site at www.nyse.com.

Corporate Governance Principles and Categorical Independence Standards

In order to provide guidance on the composition and function of our governing body, our Board adopted our Corporate Governance Principles, which include, among other things, our categorical standards of director independence. The complete version of our Corporate Governance Principles is available on our website at www.evercore.com under the Investor Relations link. We will provide a printed copy of the Corporate Governance Principles to any stockholder who requests them by contacting Investor Relations. These categorical independence standards establish certain relationships that our Board, in its judgment, has deemed to be material or immaterial for purposes of assessing a director’s independence. In the event a director maintains any relationship with us that is not specifically addressed in these standards, the independent members of our Board will determine whether such relationship is material.

The Board has determined that the following relationships should not be considered material relationships that would impair a director’s independence: (1) relationships where a director or an immediate family member

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of the director is an executive officer or director of another company in which we beneficially own less than 10% of the outstanding voting shares of that company; (2) relationships where a director, or an immediate family member of that director, serves as an executive officer, director or trustee of a charitable organization, and our annual charitable contributions to the organization (excluding contributions by us under any established matching gift program) are less than the greater of $1,000,000 or two percent of that organization’s consolidated gross revenues in its most recent fiscal year; and (3) relationships where a director is a current employee, or whose immediate family member is a current executive officer, of another company that makes payments to, or receives payment from, us for property or services in an amount which, in any of the proceeding three fiscal years, did not exceed the greater of $1,000,000 or two percent of the consolidated gross revenues of such other company.

In 2008 we amended our Corporate Governance Principles to also provide, among other things, that all non-management directors must notify the Board of his or her retirement, change in employer, and of any other significant change in the director’s principal professional occupation or roles and responsibilities, and, in connection with any such change, tender his or her resignation from the Board (and the applicable Board committees) for consideration by the Board. The Board would then consider the continued appropriateness of Board membership under the new circumstances and the action, if any, to be taken with respect to such resignation.

Evaluations of Director Independence

The Nominating and Corporate Governance Committee undertook its annual review of director independence and reviewed with our Board its findings. During this review, our Board considered transactions and relationships between each director or any member of his or her immediate family and us, our subsidiaries and affiliates, including those reported under “RELATED PERSON TRANSACTIONS AND OTHER INFORMATION” above. Our Board also examined transactions and relationships between directors or their affiliates and members of our senior management. The purpose of this review was to determine whether any such relationships or transactions compromised a director’s independence.

As a result of this review, our Board affirmatively determined that each of Messrs. Beattie, de Saint Phalle, Hessler and Pritzker and Ms. Harris are independent under the categorical standards for director independence set forth in the Corporate Governance Principles. In reaching this determination, the Board considered the fact that Mr. Beattie is a partner in STB and Ms. Harris holds the title “Of Counsel” to STB, which provides legal services to us and our affiliates. In reaching this conclusion with respect to Mr. Beattie and Ms. Harris, it was noted that, (a) in 2010, payments from us to STB were less than 1% of STB’s revenues and (b) STB’s partnership income attributed to payments from us in 2010 resulted in less than $15,000 in income to Mr. Beattie. In connection with Ms. Harris, it was also noted that: (1) “Of Counsel” is a title given to certain retired partners of STB, which is in contrast to the titles of “Senior Counsel” and “Counsel” which are used for full-time STB employees who have not yet been promoted to partner, (2) Ms. Harris has not been an STB partner since 1998 and (3) Ms. Harris has never represented us or any of our affiliates.

Our Board has also determined that Messrs. Beattie, de Saint Phalle, Hessler and Pritzker and Ms. Harris are “independent” for purposes of Section 303A of the Listed Company Manual of the NYSE and that the members of the Audit Committee are also “independent” for purposes of Section 10A(m)(3) of the Exchange Act.

Messrs. Altman, Aspe and Schlosstein are not considered to be independent directors as a result of their employment with us.

Committees of the Board

General

Our Board has three standing committees: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee.

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The following table shows the membership of each of our Board’s standing committees as of April 14, 2011, and the number of in-person and telephonic meetings held by each of those committees during 2010:


Director	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee
Richard I. Beattie	—	—	X
Francois de Saint Phalle	X	X	X
Gail Block Harris, Esq.	X	—	Chair
Curtis Hessler	Chair	X	—
Anthony N. Pritzker	—	Chair	X
2010 Meetings	7*	5	4

*	Includes quarterly conference calls with management and our independent registered public accounting firm to review our earnings releases and reports on Forms 10-Q and 10-K prior to their filing.

Our Board has adopted a charter for each of the three standing committees that addresses the composition and function of each committee. You can find links to these materials on our website at www.evercore.com under the Investor Relations link, and we will provide a printed copy of these materials to any stockholder who requests it by contacting Investor Relations.

Audit Committee

General. The Audit Committee assists our Board in fulfilling its responsibility relating to the oversight of: (1) the quality and integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence and (4) the performance of our internal audit function and independent registered public accounting firm.

Financial Literacy and Expertise. Our Board has determined that each of the members of the Audit Committee is “financially literate” within the meaning of the listing standards of the NYSE. In addition, our Board has determined that Mr. Hessler qualifies as an “Audit Committee Financial Expert” as defined by applicable SEC regulations and that he has “accounting or related financial management expertise” within the meaning of the listing standards of the NYSE. The Board reached its conclusion as to Mr. Hessler’s qualification based on, among other things, his experience.

Compensation Committee

The Compensation Committee discharges the responsibilities of our Board relating to the oversight of our compensation programs and compensation of our executives. Each of the members of the Compensation Committee is an outside director within the meaning of Section 162(m) of the Code and a “non-employee director” within the meaning of Exchange Act Rule 16b-3. In fulfilling its responsibilities, the committee can delegate any or all of its responsibilities to a subcommittee of the committee.

Compensation Committee Interlocks and Insider Participation

During the last fiscal year, each of Messrs. de Saint Phalle, Hessler and Pritzker served as members of our Compensation Committee. None of our executive officers has served as a member of a board of directors or a compensation committee of a board of directors of any other entity which has an executive officer serving as a member of our Board or Compensation Committee, and there are no other matters regarding interlocks or insider participation that are required to be disclosed.

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Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee assists our Board in fulfilling its responsibility relating to corporate governance by (1) identifying individuals qualified to become directors and recommending that our Board select the candidates for all directorships to be filled by our Board or by our stockholders, (2) developing and recommending the content of our Corporate Governance Principles and Code of Business Ethics and Conduct to our Board, and (3) otherwise taking a leadership role in shaping our corporate governance. In evaluating candidates for directorships, our Board, with the help of the Nominating and Corporate Governance Committee, takes into account a variety of factors it considers appropriate, which may include the following: strength of character and leadership skills; general business acumen and experience; knowledge of strategy, finance, international business, government affairs and familiarity with our business and industry; age; number of other board seats; willingness to commit the necessary time; and whether the nominee assists in achieving a mix of members that represents a diversity of background and experience—all to ensure an active Board whose members work well together and possess the collective knowledge and expertise required to maximize the effectiveness of the Board. Accordingly, although diversity may be a consideration in the Nominating and Corporate Governance Committee’s process, the Nominating and Corporate Governance Committee and the Board do not have a formal policy with regard to the consideration of diversity in identifying director nominees. We have not paid a fee to any third party in consideration for assistance in identifying potential nominees for our Board.

Stockholder Recommendations for Director Nominations

As noted above, the Nominating and Corporate Governance Committee considers and establishes procedures regarding recommendations for nomination to our Board, including nominations submitted by stockholders. Such recommendations should be sent to the attention of our Corporate Secretary. Any recommendations submitted to the Corporate Secretary should be in writing and should include any supporting material the stockholder considers appropriate in support of that recommendation, but must include the information that would be required under the rules of the SEC to be included in a Proxy Statement soliciting proxies for the election of such candidate and a signed consent of the candidate to serve as one of our directors if elected. Stockholders must also satisfy the notification, timeliness, consent and information requirements set forth in our Amended and Restated Bylaws. In order to better inform our Nominating and Corporate Governance Committee regarding the background, qualification and source of support of a candidate, in February 2009, we revised our procedures in our Amended and Restated Bylaws regarding recommendations for nomination to our Board to expand the information required to be provided by any stockholder who proposes director nominations, including disclosure of hedging activity by such stockholder, and to require periodic updating of such information.

The Nominating and Corporate Governance Committee evaluates all potential candidates in the same manner, regardless of the source of the recommendation. Based on the information provided to the Nominating and Corporate Governance Committee, it will make an initial determination whether to conduct a full evaluation of a candidate. As part of the full evaluation process, the Nominating and Corporate Governance Committee may conduct interviews, obtain additional background information and conduct reference checks of candidates. The Nominating and Corporate Governance Committee may also ask the candidate to meet with management and other members of our Board. When the Nominating and Corporate Governance Committee reviews a potential candidate, the Nominating and Corporate Governance Committee looks specifically at the candidate’s qualifications in light of our needs and the needs of the Board at that time, given the current mix of director attributes. In evaluating a candidate, our Board, with the assistance of the Nominating and Corporate Governance Committee, takes into account a variety of additional factors as described in our Corporate Governance Principles.

Meeting Attendance

During 2010, our Board held 6 formal meetings and our Board’s standing committees held a total of 16 meetings. Each of our directors attended more than 75% of the total number of (1) Board meetings and

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(2) meetings of the Board committees on which he or she served (during the periods that he or she served). Our policy is that all of our directors, absent special circumstances, should attend our Annual Meeting of Stockholders. Seven of our eight directors attended our 2010 Annual Meeting of Stockholders.

Role of the Chairmen of our Board

We have no fixed policy with respect to the separation of the offices of the Chairman of the Board and Chief Executive Officer. The Board believes that the separation of the offices of the Chairman of the Board and Chief Executive Officer is best decided on a case by case basis from time to time. However, with the appointment of Mr. Schlosstein to the position of CEO and Mr. Altman’s continued active involvement in our business, we felt it was appropriate to split the roles of Chairman of the Board, which is currently held by Messrs. Altman and Aspe, and the role of CEO, which is currently held by Mr. Schlosstein. This division allowed us to recruit Mr. Schlosstein as our CEO, while simultaneously maintaining an appropriately influential role for Mr. Altman, our founder. In choosing to relinquish his duties as CEO to Mr. Schlosstein, Mr. Altman has enabled our operations to continue to be led by a highly experienced and talented executive, and is now able to devote more of his own energies to building and sustaining key business relationships.

Although we do not have a lead independent director, Ms. Harris served as our presiding director at executive sessions of our Board as further explained below.

Executive Sessions and Presiding Director

Our Corporate Governance Principles require our non-management directors, all of whom are also independent under applicable regulations and our Corporate Governance Principles, to have at least one meeting per year without management present. We complied with this requirement in 2010. In order to facilitate communications among non-management directors on the one hand and management on the other hand, in 2009 Ms. Harris was selected to serve as the presiding director at these executive sessions.

Oversight of Risk Management

We are exposed to a number of risks and we regularly identify and evaluate these risks and develop plans to manage them effectively. The Audit Committee is charged with a majority of the risk oversight responsibilities on behalf of the Board, our Compensation Committee is charged with the oversight responsibility related to our compensation programs and the Nominating and Corporate Governance Committee assists the Board in fulfilling its oversight responsibilities with respect to the management of risks associated with board organization, membership and structure and succession planning for our directors. Each of our business unit leaders is responsible for various aspects of risk management associated with their business and our executive officers have the primary responsibility for enterprise wide risk management. Our CFO and General Counsel work closely with members of senior management, including our accounting staff, our internal audit department and our compliance department to monitor and manage risk. The CFO and our General Counsel both report directly to our CEO and meet with the Audit Committee at least four times a year in conjunction with a review of our quarterly and annual periodic SEC filings to discuss important and disclosable risks we face, highlighting any new risks that may have arisen since they last met. In 2010, our CFO and General Counsel engaged our internal audit department to undertake a comprehensive risk management review, which involved input from each of our key business unit leaders, and the results were shared with our Audit Committee. Our CFO and General Counsel update our Audit Committee as to changes in our risks on a periodic basis. The Audit Committee reports to the Board on a regular basis to apprise them of their discussions with management regarding our risk management efforts. In addition, all non-management members of the Board are invited to attend all committee meetings, regardless of whether the individual sits on the specific committee. Outside of formal meetings, Board members have regular access to senior executives, including our CFO and General Counsel.

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Communicating with the Board

Interested parties may communicate directly with our Board, our non-management directors or an individual director by writing to our Corporate Secretary and specifying whether such communication should be addressed to the attention of (1) the Board as a whole, (2) non-management directors as a group or (3) the name of the individual director, as applicable. Communications will be distributed to our Board, non-management directors as a group or to any individual director or directors as appropriate, depending on the facts and circumstances outlined in the communication. In that regard, our Board has requested that certain items that are unrelated to its duties and responsibilities should be excluded, such as spam, junk mail and mass mailings, resumes and other forms of job inquiries, surveys and business solicitations or advertisements.

In addition, material that is unduly hostile, threatening, illegal or similarly unsuitable will be excluded, with the provision that any communication that is filtered out must be made available to any non-management director upon request. Any concerns relating to accounting, internal control over financial reporting or auditing matters will be brought to the attention of our Audit Committee. In addition, for such matters, stockholders and others are encouraged to use our hotline discussed below.

Hotline for Accounting or Auditing Matters

As part of the Audit Committee’s role to establish procedures for the receipt of complaints regarding accounting, internal accounting controls or auditing matters, we established a hotline for the anonymous submission of concerns regarding questionable accounting, internal control over financial reporting or auditing matters. Any matters reported through the hotline that involve accounting, internal control over financial reporting, audit matters or any fraud involving management or persons who have a significant role in our internal control over financial reporting, will be reported to the Chairman of our Audit Committee. Our current hotline number is (888) 475-8376.

Code of Business Conduct and Ethics

We have a Code of Business Conduct and Ethics applicable to all of our employees, including our Chief Executive Officer, our Chief Financial Officer, our Controller and our Board. You can find a link to our Code of Business Conduct and Ethics on our website at www.evercore.com under the Investor Relations link, and we will provide a printed copy of our Code of Business Conduct and Ethics to any stockholder who contacts Investor Relations and requests a copy. To the extent required to be disclosed, we will post amendments to and any waivers from our Code of Business Conduct and Ethics at the same location on our website as our Code of Business Conduct and Ethics.

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DIRECTOR COMPENSATION

Our policy is not to pay director compensation to directors who are also our employees. For non-management directors, our policy is to grant a one-time award of RSUs with a value of $50,000 upon his or her initial appointment to the Board. We also provide for an annual retainer of $70,000, payable, at the director’s option, either 100% in cash or 50% in cash and 50% in shares of Class A Common Stock. In addition, each of our non-management directors receives an annual grant of RSUs with a value of $40,000 which RSUs vest on the completion of the next Annual Meeting. It is our policy to provide for the chair of the Audit Committee also to receive an additional annual cash retainer of $10,000. Non-management directors are further reimbursed for travel and related expenses associated with attendance at Board or committee meetings as well as expenses for continuing education programs related to their role as members of the Board. For administrative ease in dealing with our transfer agent and our stock plan administrator, equity awards based on dollar values which result in fractional shares are rounded up to the nearest whole share.

For 2010 we granted 7,475 RSUs under our 2006 Stock Incentive Plan (1,495 RSUs for each non-management director) in connection with the annual grant to our directors and 1,619 RSUs for Richard Beattie’s initial appointment to the Board, all of which were outstanding as of December 31, 2010. The following table provides summary information concerning the compensation of our non-management directors for services rendered to us during 2010.

Director Compensation in 2010


Name	Fees Earned or Paid in Cash			Stock Awards(1)		Total
Richard I. Beattie	$	60,603	(2)	$	90,041	$	150,644
Francois de Saint Phalle		70,000			40,014		110,014
Gail Block Harris		70,000			40,014		110,014
Curt Hessler		80,000			40,014		120,014
Anthony N. Pritzker		70,000			40,014		110,014

(1)

The amounts reflected in the Stock Awards column represent the grant date fair value of the awards made during 2010, as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“FASB ASC Topic 718”). Assumptions used in the calculation of these amounts are included in Note 17 to our audited financial statements included in our Annual Report on Form 10-K for 2010.

(2)	Mr. Beattie joined the Board in February 2010. The amount of Mr. Beattie’s cash retainer reflects only a pro-rated portion of Mr. Beattie’s cash retainer for the partial year of service in 2010.

In 2011, our Board adopted stock ownership guidelines that prohibit a non-management director from selling or donating Evercore equity unless, after such sale or donation, he or she owns shares of Class A Common Stock, including vested RSUs awarded in connection with service on the Board, shares beneficially owned by his or her immediate family members residing in the same household and shares held in trust for the benefit of the director or his or her immediate family members, with a value equal to or greater than three times the director’s most recently paid base annual cash retainer. Compliance with these guidelines may be waived, at the discretion of our Nominating and Corporate Governance Committee, if compliance would create severe hardship for a non-management director or prevent him or her from complying with a court order. It is expected that these instances will be rare and, in these cases, our Nominating and Corporate Governance Committee will develop alternative ownership guidelines that reflect the intent of these guidelines and the director’s personal circumstances. Based on the stock price as of the record date, all of our non-management directors have satisfied the ownership thresholds established by these guidelines.

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COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

The following discussions and tables provide summary information concerning compensation for our Named Executive Officers, as defined by the SEC, Messrs. Altman, Mestre, Schlosstein, Taylor and Walsh.

Compensation Discussion and Analysis

Our Executive Compensation Objectives and Philosophy

The goals of our executive compensation program are to align compensation with business objectives and performance, to enable us to attract, retain and reward executives who contribute to our long-term success and to increase stockholder value. As a professional service business, our future success depends to a substantial degree on our ability to retain and recruit highly qualified personnel. It will be necessary for us to add financial professionals as we pursue our growth strategy. However, notwithstanding the global economic contraction and challenges facing the financial services industry, the market for highly qualified financial professionals is still extremely competitive. In addition, although our SMDs, which includes our Named Executive Officers, have all entered into non-compete and non-solicitation agreements, the loss of such personnel could still jeopardize our relationships with clients and result in the loss of client engagements. Accordingly, it is imperative for our compensation programs to be highly competitive and reward outstanding individual achievement.

Linkage of Management and Stockholder Interests

The interests of our Named Executive Officers are aligned with those of our stockholders through the ownership of significant amounts of our equity, as described in “SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.” Messrs. Altman, Mestre and Schlosstein hold the bulk of their equity in the form of Evercore LP partnership units, and they are contractually restricted from transferring or exchanging Evercore LP partnership units, except in 20% increments over a five year period. These transfer restrictions may be removed in the event of (1) the Named Executive Officer’s death or disability, (2) a change in control of the Company, (3) pro-rata transfers in conjunction with transfers by all currently employed SMDs, (4) specified charitable donations or (5) the consent of the general partner, which is controlled by a majority of non-management directors. These transfer restrictions also prohibit hedging the economic risks of equity ownership. For a further discussion of the terms of the Evercore LP partnership agreement, see “RELATED PERSON TRANSACTIONS AND OTHER INFORMATION—Evercore LP Partnership Agreement.” Mr. Walsh and Mr. Taylor do not hold any Evercore LP partnership units. However, like our other key employees, Mr. Walsh and Mr. Taylor hold directly or indirectly a meaningful number of shares of restricted stock and RSUs that are subject to multi-year vesting and transfer restrictions.

Our Named Executive Officers also participate in our annual equity award incentive program, which calls for the payment of a portion of their annual bonuses in RSUs. These RSUs are subject to vesting over multiple years. As a result of the material amount of equity ownership interests, vesting conditions and transfer restrictions described above, we believe that our Named Executive Officers have a demonstrable and significant interest in increasing stockholder value over the long term. In addition, to further link the interests of our Named Executive Officers and stockholders, our Board established executive stock ownership guidelines in 2009. The guidelines specify that an SMD (including our Named Executive Officers) must, after any proposed sale of equity granted as part of annual bonus awards, continue to hold a number of vested and unvested annual bonus equity equal to at least 50% of all vested and unvested shares awarded over a ten year period in conjunction with annual bonuses. The first bonus year for purposes of the calculation was 2009, for which RSUs were awarded in 2010. We also have an insider trading policy which, among other things, prohibits employees from hedging the economic risk of their company stock ownership.

How We Establish Compensation

Our Compensation Committee is responsible for implementing and administering all aspects of our compensation and benefit plans and programs for our Named Executive Officers. The Compensation

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Committee’s charter can be found on our website (www.evercore.com) under the Investor Relations link. In establishing compensation for our Named Executive Officers, we take into account the fact that we generally do not provide significant retirement or similar benefits to our Named Executive Officers. We also take into account other economic relationships between the individual and us. The Compensation Committee will periodically review the effectiveness and competitiveness of our executive compensation programs, which may involve the assistance of independent consultants (although no such consultants were used in 2010).

Our CEO participates in discussions with the Compensation Committee and makes recommendations to it, but he does not vote or otherwise participate in the Compensation Committee’s ultimate determinations. Mr. Altman has also continued to participate in discussions with, and make recommendations to, the Compensation Committee concerning Named Executive Officer compensation. However, Mr. Altman did not vote or otherwise participate in the Compensation Committee’s ultimate determinations. Our Board believes that it is wise and prudent to have Messrs. Schlosstein and Altman participate in these discussions because they possess unique insight regarding the day-to-day performance of our executives.

Principal Components of Executive Compensation

The key components of our compensation program for Named Executive Officers are (1) base salary and (2) annual incentive compensation (which includes both cash payments and deferred equity and cash awards which are subject to vesting), each of which is described below and each of which is considered in setting total compensation. Portions of the compensation for some of our Named Executive Officers for 2010 were determined pursuant to employment agreements. These agreements are described below under “—Employment Agreements.” Pursuant to employment and service agreements with each of Messrs. Altman and Taylor, each is entitled to reimbursement for the personal use of a car and driver. However, as part of an overall effort to reduce perquisites and better align interests of executives and stockholders, commencing in 2010, Messrs. Altman and Taylor each agreed to reduce personal use of or reimburse us for the costs associated with providing a car and driver for personal use.

A. Base Salaries have Generally Remained Flat

Consistent with industry practice, the base salaries for our Named Executive Officers generally account for a minority of their total potential compensation. The salaries of Messrs. Altman, Taylor and Schlosstein are set by an applicable employment agreement. The base salary of Messrs. Mestre and Walsh were established by the Compensation Committee based on each executive’s experience, expertise, position and alternative employment opportunities. Base salaries are then reviewed annually by the Compensation Committee and may be adjusted based on the Compensation Committee’s subjective evaluation of each executive’s performance during the prior year (as well as changes in the same factors considered in establishing initial base salaries). In addition, when adjusting base salaries for our Named Executive Officers, the Compensation Committee may consider adjustments made to the salaries of our broader employee population. With the exception of Mr. Taylor, whose salary increased only £12,000 or 4% in 2008, we have not increased salaries for the Named Executive Officers since our IPO, or in the case of Messrs. Schlosstein and Walsh, since they joined us.

B. Incentive Compensation is Performance Driven and Linked to Stockholder Value

Consistent with industry practice, the bonuses potentially payable to our Named Executive Officers account for the majority of their total compensation opportunities. For 2010, no bonus was guaranteed to any Named Executive Officer. Rather, annual bonuses to Named Executive Officers are determined in the discretion of the Compensation Committee.

1. Discretionary Bonuses are Tied to Performance

In evaluating 2010 performance, management and the Compensation Committee considered that the markets for our services have generally begun to improve gradually, and in such an environment, we were able to achieve

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record revenues in each of our businesses and increased earnings. In particular, our core Advisory business sustained its leadership position in 2010, with major transactions executed in the U.S. and Europe. We also broadened our investment banking business significantly in 2010, strengthening our capital markets capabilities, adding a private equity fund raising group and launching a research driven sales and trading business. Our investment management business continued to gain scale through our acquisition of a controlling interest in Atalanta Sosnoff and organic growth, increasing our assets under management from $4.3 billion at December 31, 2009 to $17.4 billion at December 31, 2010. We also made important advances in our ability to serve clients globally, most significantly through our acquisition of a 50% interest in G5, a highly regarded mergers and acquisitions, asset management and wealth management business in Brazil. In sum, the Compensation Committee and management noted that for 2010, the Company generated solid financial results, with a 20% increase in revenues while at the same time making substantial investments in the future success of the Company. These investments, both in core and new businesses, drove cost increases and reduced margins in 2010, which was also taken into account in determining incentive compensation.

For 2010, none of our Named Executive Officers had contractually guaranteed bonus amounts or contractually guaranteed bonus formulas. Instead bonus amounts were determined at the Compensation Committee’s discretion and none of our Named Executive Officers had previously prescribed personal performance goals that determined bonus compensation. The Compensation Committee did not engage any outside consultants or benchmark compensation amounts against other firms. However, in evaluating the performance of and determining bonuses for our Named Executive Officers, in recognition of the importance of developing and maintaining client relationships that generate significant and potentially recurring fees, the Compensation Committee focused on the revenues generated from client relationships originated or managed by our Named Executive Officers with client responsibilities. In particular, management reviewed the relative contributions of Messrs. Altman, Mestre and Taylor in generating revenues (which were primarily generated from corporate advisory clients). In addition, the Compensation Committee also took into account our achievement of several strategic factors discussed in the prior paragraph, as well as certain specific strategic accomplishments associated with specific individuals, as further discussed below. When setting 2010 bonuses, the Compensation Committee focuses on the economic value of equity awards on the grant date. However, based on SEC regulations, these awards are not reflected in the 2010 Summary Compensation Table because the grant date occurred after 2010.

The Compensation Committee determined bonuses based on the Company’s overall superior performance and a qualitative review of a variety of factors based on the role and responsibility of each Named Executive Officer. In awarding bonuses for 2010, the Compensation Committee reviewed other economic relationships between the individual and the Company, namely: (1) dividends, (2) 2010 Follow-On Offering proceeds, (3) carried interest proceeds and (4) the then existing amount of equity owned by the individual. The Compensation Committee also reviewed the individual’s prior year compensation. In addition, as indicated below, the Compensation Committee also reviewed compensation awarded to certain other employees but did not attempt to fix internal pay ratios at any specified levels. In addition to the general factors and analysis as outlined above, the Compensation Committee noted the factors identified for each Named Executive Officer below, respectively:

Schlosstein: The Compensation Committee awarded Mr. Schlosstein a discretionary bonus with an economic value of $3.0 million in recognition of the overall financial performance of the Company and his contributions to Evercore in 2010, including the significant improvements in the Investment Management segment, the acquisitions of Atalanta Sosnoff and the private equity fund raising group, the investment in G5 and the successful launch of the research, sales and trading business. As discussed above, the Compensation Committee noted that for 2009, Mr. Schlosstein received a total bonus of $8.6 million, which consisted of a $6.1 million sign-on bonus, a contractually guaranteed annual bonus pro-rated for partial year of service of $1.325 million and a discretionary annual bonus of $1.175 million. Thus, on an economic basis, his total bonus for 2010 was 65% less than his total bonus for 2009.

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Altman: Mr. Altman received a discretionary bonus with an economic value of $3.85 million for 2010. In determining this amount, the Compensation Committee acknowledged that Mr. Altman has throughout his career at Evercore had significant client relationships, which in 2010 contributed to some of Evercore’s most prestigious and largest assignments, and the Compensation Committee continued the Company’s long standing practice of taking into account revenues generated directly or indirectly by an Advisory SMD in determining Mr. Altman’s bonus. In recognition of Mr. Altman’s strategic responsibilities as Executive Chairman, the Compensation Committee also noted that he led many of our most important partner recruiting initiatives and is also our most visible partner in the media, consistently promoting the Evercore brand. Mr. Altman’s annual bonus on an economic basis for 2010 was 63% less than his annual bonus for 2009.

Mestre: Mr. Mestre was awarded a discretionary bonus with an economic value of $4.35 million for 2010. Similar to Mr. Altman, in determining this amount, the Compensation Committee took into account revenues generated directly or indirectly by Mr. Mestre in determining a bonus. The Compensation Committee also took into account Mr. Mestre’s strategic responsibilities in management of our core Advisory businesses and his role in expanding the Company’s global Mergers and Acquisition franchise, including managing the U.S. Advisory business and its interaction with the European and Mexican Advisory businesses. Mr. Mestre’s annual bonus on an economic basis for 2010 was 3% less than his annual bonus for 2009.

Taylor: Mr. Taylor was awarded a discretionary bonus with an economic value of $1.976 million for 2010. Similar to Mr. Altman and Mestre, in determining this amount, the Compensation Committee took into account revenues generated by Mr. Taylor, who was directly involved in some of Evercore Europe’s largest assignments. The Compensation Committee also took into account Mr. Taylor’s efforts to improve the results of Evercore’s European operations.

Walsh: Mr. Walsh was awarded a discretionary bonus with an economic value of $1.0 million for 2010. In determining Mr. Walsh’s bonus, the Compensation Committee took into account his strategic contribution to the success of our business, including the successful launch\integration of the new Investment Banking businesses and acquired Investment Management businesses, the management of a successful securities offering and other strategic initiatives, as well as the overall financial performance of the Company. Mr. Walsh’s annual bonus on an economic basis for 2010 was 23% less than his annual bonus for 2009.

The Compensation Committee did not assign specific amounts to the factors discussed above in calculating our Named Executive Officers’ bonuses, but did consider the following bonus amounts proposed for other SMDs: (a) for Mr. Schlosstein, the bonus amounts payable to other Named Executive Officers, (b) for Messers. Altman, Mestre and Taylor, the bonus amounts payable to other SMDs devoted to generating revenue through existing or new client relationships and (c) for Mr. Walsh, the bonus amounts payable to SMDs who did not have client revenue generating responsibilities.

2. A Significant Portion of Annual Bonuses are in the Form of Equity and are Subject to Multi-Year Vesting

Based on a variety of factors, the Compensation Committee decided to significantly increase the portion of 2010 incentive compensation for Named Executive Officers that is subject to future service (i.e. vesting) requirements. We refer to this portion of our Named Executive Officer’s compensation as “deferred compensation” because it will not be delivered until a future year (and then, only if applicable vesting requirements have been met). One of the factors supporting this decision was the general industry trend in favor of increased deferred compensation to promote retention and an emphasis on long-term stockholder value creation. As part of the Compensation Committee’s focus on total compensation and reviewing all economic relationships between the Company and the Named Executive Officers, the portion of their bonus that was awarded in deferred compensation ranged from 60% to 85%, based on the size of the bonus and the amount of equity such Named Executive Officer could have sold over the prior year. Named Executive Officers were required to receive at least 50% of their deferred compensation in RSUs. These RSUs vest in equal annual installments over four years (subject to acceleration upon death, disability or a change in control and to continued vesting upon qualifying retirement). By way of comparison, in 2009, the percentage of bonuses awarded in deferred compensation ranged from 30% to 50%.

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These RSUs will continue to vest as part of a qualifying retirement as long as such Named Executive Officer complies with his or her non-competition commitments, gives one year’s advanced notice of his or her decision to retire and, at the time of retirement: (a) is at least 55 years old and (b) his or her age plus years of service exceeds 70. These RSUs are entitled to dividend equivalent rights in the form of additional RSUs, which will vest, and shares will be delivered in respect thereof, on the same terms as the original RSU grants to which they relate.

Recognizing the need to allow for some personal diversification of economic risk, based on the decision to significantly increase the portion of Named Executive Officer bonuses in deferred compensation, the Compensation Committee offered Named Executive Officers the opportunity to have the remaining amount (the portion not required to be received as RSUs) of their deferred compensation track a hypothetical investment in a variety of broad-based mutual funds. These other deferred compensation amounts are not segregated funds, but instead are merely maintained as bookkeeping accounts and are unsecured obligations of Company. The obligations are purely contractual and Named Executive Officers will only have rights of unsecured general creditors of the Company. These other deferred compensation amounts also vest over four years (subject to acceleration upon death, disability or change in control and to continued vesting upon qualifying retirement). The vesting schedule for the other deferred compensation is designed to mirror the four year pro rata vesting schedule of RSUs, but reflect the fact that these awards are denominated in dollars rather than shares. Thus, 25% of the then-current account balance will become vested and will be delivered on the first anniversary of the grant date, 33% of the then-current account balance will become vested and will be delivered on the second anniversary of the grant date, 50% of the then-current account balance will become vested and will be delivered on the third anniversary of the grant date and 100% of the then-current account balance will become vested and will be delivered on the fourth anniversary of the grant date.

Only the cash and other deferred compensation portions of 2010 bonuses to Named Executive Officers is reflected in the Summary Compensation Table for 2010 under the heading “Bonus.” The portion of 2009 bonuses paid in RSUs is reflected, in accordance with SEC rules, as a 2010 “Stock Award.” For administrative ease in dealing with our transfer agent and our stock plan administrator, equity awards based on dollar values which would otherwise result in fractional shares are rounded up to the nearest whole share. Because the RSUs associated with 2010 bonuses were awarded in 2011, the portion of 2010 bonuses payable in equity will be reflected in our Summary Compensation Table and Grants of Plan Based Awards Table in the proxy statement for our 2012 Annual Meeting.

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3. Alternative Presentation

The Summary Compensation Table that appears on page 34 provides specific compensation information for our Named Executive Officers as required by SEC regulations. However, the Summary Compensation Table does not present the Named Executive Officers’ annual bonus compensation in a manner consistent with the Compensation Committee’s view of annual bonuses during its compensation decision-making process. In particular, the Summary Compensation Table only reflects the grant date value of equity awarded during the 2010 calendar year for 2009 performance and does not include amounts awarded after the end of calendar year 2010. The following table is presented to show how the Compensation Committee viewed 2010 annual bonuses for our Named Executive Officers, but it differs substantially from the 2010 Summary Compensation Table required by the SEC and is not a substitute for that table.


Name and Principal Position	Cash Portion of Bonus($)		RSU Portion of Bonus($)		Other Deferred Compensation Portion of Bonus($)		Total Annual Bonus($)
Ralph L. Schlosstein
Chief Executive Officer and President
2010		450,000		2,550,000		—		3,000,000
2009		1,250,000		1,250,000		—		2,500,000

Roger C. Altman
Co-Chairman
2010		540,000		3,310,000		—		3,850,000
2009		5,250,000		5,250,000		—		10,500,000
2008		1,500,000		1,000,000		—		2,500,000

Robert B. Walsh
Chief Financial Officer
2010		400,000		500,000		100,000		1,000,000
2009		867,000		433,000		—		1,300,000
2008		1,000,000		—		—		1,000,000

Eduardo Mestre
Co-Vice Chairman
2010		615,000		2,300,000		1,435,000		4,350,000
2009		2,250,000		2,250,000		—		4,500,000
2008		4,350,000		1,650,000		—		6,000,000

Bernard Taylor
Co-Vice Chairman
2010		376,000		988,000		612,000		1,976,000

Our Rationale for Agreements that Provide for Payments to Executives upon the Occurrence of Specified Events

The employment agreements we entered into with some of our Named Executive Officers provide for severance payments. In addition, some of those agreements provide for additional payments in connection with a severance that occurs after a change in control (including tax “gross-up” payments to protect certain Named Executive Officers from so-called “golden parachute” excise taxes that could arise in such circumstances). We believe that these severance and change-in-control arrangements mitigate some of the risk that exists for executives working in a smaller company. These arrangements are intended to attract and retain qualified executives who have other job alternatives that may appear to them, in the absence of these arrangements, to be less risky.

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In addition, because of the significant acquisition activity in the financial services industry, there is a possibility that we could be acquired in the future. Accordingly, we believe that severance and change in control arrangements are necessary to enable key executives to evaluate objectively the benefits to our stockholders of a proposed transaction, notwithstanding its potential effects on their own job security.

Process and Timing for Grants of Bonuses and Equity Awards

Other than as a result of deadlines established in employment agreements for some of our Named Executive Officers, we determine annual bonus amounts (whether payable in cash, equity or other deferred compensation) in connection with the issuance of our fourth quarter earnings release. The Compensation Committee authorizes all bonus amounts, including cash, equity and other deferred compensation, to Named Executive Officers. The specific number of shares subject to equity awards for Named Executive Officers with respect to 2010 performance was determined based on the price of our stock after the release of our fourth quarter 2010 earnings.

Assessment of Risk

Our compensation programs are not designed to encourage excessive risk-taking. The base salary component of compensation does not encourage risk-taking because it is a fixed amount. In addition, there are several other factors associated with our equity ownership, incentive compensation programs and CEO compensation that discourage inappropriate or excessive risk-taking:

•

While bonuses to our Advisory SMDs are generally made with reference to production measures, most of those SMDs hold equity stakes far in excess of annual bonus payments, which means the majority of their economic interests are aligned with stockholders’ interests;

•

Bonuses for many employees, including Named Executive Officers, are based on a review of a variety of factors, which diversifies the risks associated with any single indicator of performance;

•

A substantial portion of most bonuses is paid in equity, and in general, the portion of the bonus paid in equity increases with the seniority of the recipient and the size of the bonus;

•

Our RSUs, including those awarded as part of our annual bonus program, generally vest over a number of years, which encourages an appropriately long-term focus;

•

The portion of our deferred compensation that is not payable in RSUs also generally vests over four years, again encouraging an appropriately long-term focus;

•

Members of the Compensation Committee apply discretion in the establishment of the size of our bonus pool, the percentage split of our bonus pool between cash and equity and the terms of our equity awards;

•

Our CEO, who is involved in setting our compensation for other employees, was granted a performance equity award upon commencement of his employment which generally vests only if our stock performance achieves specified targets and his employment continues for five years;

•

Many of our investment management employees have interests in their individual business units, and thus are directly exposed to the risks inherent in their own decision making; and

•

All SMDs are subject to our executive stock ownership and holding guidelines, described under the heading “—Compensation Discussion and Analysis—Linkage of Management and Stockholder Interests.”

Tax and Accounting Considerations

The Compensation Committee believes that there are circumstances where the provision of compensation that is not fully deductible may be more consistent with our compensation philosophy and objectives and/or may

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be in our best interests and those of our stockholders. The Compensation Committee’s ability to exercise discretion and to retain flexibility in this regard may, in certain circumstances, outweigh the advantages of qualifying all compensation as deductible, or causing all compensation expenses to be accounted for in a particular fashion. Accordingly, the Compensation Committee reserves the authority to award compensation that may not be fully deductible. However, we structure compensation in a manner intended to avoid additional taxes, interest or penalties under Section 409A of the Code for employees.

Summary Compensation Table


Name and Principal Position	Salary ($)		Bonus(1) ($)		Stock Awards(2) ($)		All Other Compensation(3) ($)		Total ($)
Ralph L. Schlosstein
Chief Executive Officer and President
2010		500,000		450,000		1,250,008		27,855		2,227,863
2009		305,128		7,350,000		9,081,000		—		16,736,128

Roger C. Altman
Co-Chairman
2010		500,000		540,000		5,250,023		183,474		6,473,497
2009		500,000		5,250,000		1,000,005		374,339		7,124,344
2008		500,000		1,500,000		1,616,011		302,468		3,918,479

Robert B. Walsh
Chief Financial Officer
2010		500,000		500,000		433,018		11,566		1,444,584
2009		500,000		867,000		—		9,655		1,376,655
2008		500,000		1,000,000		100,005		4,043		1,604,048

Eduardo Mestre
Co-Vice Chairman
2010		500,000		2,050,000		2,250,026		132,045		4,932,071
2009		500,000		2,250,000		1,650,007		260,322		4,660,329
2008		500,000		4,350,000		1,110,005		203,463		6,163,468

Bernard Taylor(4)
Co-Vice Chairman
2010		482,352		988,000		—		241,176		1,711,528

(1)

The amounts reflected in the Bonus column for 2010 for Messrs. Walsh, Mestre and Taylor include $100,000, $1,435,000 and $612,000 in deferred compensation, which is subject to vesting over four years. See “—Compensation Discussion and Analysis—Principal Components of Executive Compensation” above and “—Nonqualified Deferred Compensation in 2010” below.

(2)

The amounts reflected in the Stock Awards column represent the grant date fair value of the awards made during the identified fiscal year, as computed in accordance with FASB ASC Topic 718. Equity awards for 2010 performance were granted in 2011 and, therefore, in accordance with SEC rules, are not shown here. The amounts shown in this column for 2010 reflect the grant date fair value of equity awards granted in 2010 for 2009 performance. Assumptions used in the calculation of these amounts are included in Note 17 to our audited financial statements included in our Annual Report on Form 10-K for 2010.

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(3)	All Other Compensation for 2010 for each of the Named Executive Officers includes the following:


Name	Dividends(a) ($)		Perquisites and Other Personal Benefits(b)		Contributions to Defined Contribution Plan(c) ($)		Total All Other Compensation ($)
Ralph L. Schlosstein		27,855		—		—		27,855
Roger C. Altman		183,474		—		—		183,474
Robert B. Walsh		11,566		—		—		11,566
Eduardo Mestre		132,045		—		—		132,045
Bernard J. Taylor		—		—		241,176		241,176

(a)

Represents the grant date fair value of dividend equivalent RSU awards. Such additional RSUs will vest, and shares will be delivered in respect thereof, on the same terms as the original RSU grants to which they relate. See “—Compensation Discussion and Analysis—Principal Components of Executive Compensation” above. For administrative ease in dealing with our transfer agent and our stock plan administrator, equity awards based on dollar values which result in fractional shares are rounded up to the nearest whole share.

(b)

Perquisites and other personal benefits to the Named Executive Officers were less than $10,000, and therefore information regarding perquisites and other personal benefits has not been included.

(c)

A £156,000 contribution by us into a U.K. tax qualified defined contribution plan for employees of Evercore Europe.

(4)

The amounts related to Mr. Taylor were paid in British pounds, however, Mr. Taylor’s salary and bonus were calculated and approved in U.S. dollars. Mr. Taylor’s salary was converted at an average exchange rate for 2010 of GBP $0.6468 to U.S. $1.00 and Mr. Taylor’s bonus and contribution to defined contribution plan was converted at the closing exchange rate for 2010 of GBP $0.6452 to US $1.00.

Grants of Plan-Based Awards in 2010


Name	Grant Date		All Other Stock Awards: Number of Shares of Stock or Units (#)		Grant Date Fair Value of Stock Awards(1) ($)
Ralph L. Schlosstein		02/4/2010		44,092		1,250,008
Roger C. Altman		02/4/2010		185,186		5,250,023
Robert B. Walsh		02/4/2010		15,274		433,018
Eduardo Mestre		02/4/2010		79,366		2,250,026
Bernard J. Taylor		—		—		—

(1)

The amounts in the column under “Grant Date Fair Value of Stock Awards” represent the grant date fair value of the awards, as computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 17 to our audited financial statements included in our Form 10-K for 2010. The vesting terms of such awards are described in “—Outstanding Equity Awards at 2010 Fiscal Year-End” below.

Outstanding Equity Awards at 2010 Fiscal Year-End


	Stock Awards
Name	Number of Shares or Units of Stock That Have Not Vested(1) (#)			Market Value of Shares or Units of Stock That Have Not Vested(7) ($)
Ralph L. Schlosstein		945,018	(2)		32,130,612
Roger C. Altman		293,110	(3)		9,965,740
Robert B. Walsh		43,687	(4)		1,485,358
Eduardo Mestre		679,785	(5)		23,112,690
Bernard J. Taylor		48,025	(6)		1,632,850

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(1)	All RSUs are subject to accelerated vesting upon a change in control, the executive’s death or the executive’s disability. RSUs granted in 2010 are also subject to continued vesting following a qualifying retirement, as described above on page 31.

(2)

This amount consists of 944,092 RSUs granted to Mr. Schlosstein and 926 dividend equivalents in the form of RSUs. 900,000 RSUs vest on the 5th anniversary of the commencement of his employment with us, subject to his continuous employment through such date (or earlier, upon termination of Mr. Schlosstein’s employment without cause or for good reason or due to his death or disability (as such terms are defined in Mr. Schlosstein’s employment agreement)), if and to the extent the following performance conditions have by that time been satisfied: (1) 180,000 shares vest if our stock price has closed at or above $20 for 20 consecutive trading days; (2) 180,000 shares vest if our stock price has closed at or above $25 for 20 consecutive trading days; (3) 180,000 shares vest if our stock price has closed at or above $30 for 20 consecutive trading days; (4) 180,000 shares vest if our stock price has closed at or above $35 for 20 consecutive trading days; and (5) 180,000 shares vest if our stock price has closed at or above $40 for 20 consecutive trading days. As of December 31, 2010, the stock price condition for three tranches of the award representing 540,000 shares had been satisfied. 44,092 RSUs and the 926 dividend equivalent RSUs will vest in four substantially equal installments on the first four anniversaries of the grant date of the underlying RSUs (February 4, 2010).

(3)

This amount consists of 286,022 RSUs granted to Mr. Altman and 7,088 dividend equivalents in the form of RSUs. 41,335 of the RSUs and 1,370 of the dividend equivalent RSUs vested in two substantially equal installments, 50% on the third anniversary of the grant date of the underlying RSUs (March 3, 2008), and the remaining 50% on the date Mr. Altman met the retirement eligibility criteria under his 2007 bonus award agreement (April 2, 2011). 59,501 of the RSUs and 1,838 of the dividend equivalent RSUs vest in three substantially equal installments on the second, third and fourth anniversaries of the grant date of the underlying RSUs (February 9, 2009). 185,186 of the RSUs and 3,880 of the dividend equivalent RSUs vest in four substantially equal installments on the first four anniversaries of the grant date of the underlying RSUs (February 4, 2010).

(4)

This amount consists of 43,278 RSUs granted to Mr. Walsh and 409 dividend equivalents in the form of RSUs. 25,446 of these RSUs vest on the fourth anniversary of their grant date (June 29, 2007). 2,558 of the RSUs and 86 of the dividend equivalent RSUs vest in two substantially equal installments on the third and fourth anniversaries of the grant date of the underlying RSUs (March 3, 2008). 15,274 of the RSUs and 323 of the dividend equivalent RSUs will vest in four substantially equal installments on the first four anniversaries of the grant date of the underlying RSUs (February 4, 2010).

(5)

This amount consists of 468,214 unvested Evercore LP partnership units, 205,934 RSUs granted to Mr. Mestre and 5,637 dividend equivalents in the form of RSUs. The Evercore LP partnership units vest in equal installments on December 31, 2011, 2012 and 2013 so long as Mr. Mestre remains employed with us, Evercore LP or their affiliates on such dates. In addition, 100% of the unvested Evercore LP partnership units held by Mr. Mestre vest upon our change in control or if Mr. Mestre dies or becomes disabled while in our employ. Our Equity Committee may also accelerate vesting of unvested partnership units at any time. 28,392 of the RSUs and 943 of the dividend equivalent RSUs vest in two substantially equal installments on the third and fourth anniversaries of the grant date of the underlying RSUs (March 3, 2008). 98,176 of the RSUs and 3,030 of the dividend equivalent RSUs will vest in three substantially equal installments on the second, third and fourth anniversaries of the grant date of the underlying RSUs (February 9, 2009). 79,366 of the RSUs and 1,664 of the dividend equivalent RSUs will vest in four substantially equal installments on the first four anniversaries of the grant date of the underlying RSUs (February 4, 2010).

(6)	This amount consists entirely of RSUs which vest upon the earlier occurrence of (a) a change in control, (b) Mr. Taylor’s death or (c) termination of Mr. Taylor’s employment due to disability or retirement.

(7)

The market value is based upon the closing price of our Class A common stock on December 31, 2010 ($34.00). With regard to the Evercore LP partnership units, because they are, under specified circumstances, exchangeable for shares of our Class A common stock on a one for one basis, the market value reflected above assumes for this purpose that one partnership unit has a fair market value equal to one share of Class A common stock.

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Options Exercised and Stock Vested in 2010


	Stock Awards
Name	Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)
Ralph Schlosstein		—		—
Roger C. Altman		40,905		1,239,609
Robert B. Walsh		26,738		695,009
Eduardo Mestre		47,388		1,412,641
Bernard J. Taylor		—		—

Pension Benefits

We do not provide pension benefits.

Nonqualified Deferred Compensation in 2010


Name	Executive Contributions in Last FY		Registrant Contributions in Last FY(1) ($)		Aggregate Earnings in Last FY		Aggregate Withdrawals/ Distributions		Aggregate Balance at Last FYE(1) ($)
Ralph Schlosstein		—		—		—		—		—
Roger C. Altman		—		—		—		—		—
Robert B. Walsh		—		100,000		—		—		100,000
Eduardo Mestre		—		1,435,000		—		—		1,435,000
Bernard J. Taylor		—		612,000		—		—		612,000

(1)

Represents other deferred compensation awarded to Messrs. Walsh, Mestre and Taylor in February 2011 for 2010 performance. These amounts are included in the Bonus column of the Summary Compensation Table on page 34 for 2010. See “—Compensation Discussion and Analysis—Principal Components of Executive Compensation.” The investment options are based on investment options available under our 401(k) plan.

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Potential Payments Upon Termination of Employment or Change In Control

The following table describes the potential incremental payments and benefits to which our Named Executive Officers would be entitled upon termination of employment or a change in control. All calculations in this table are based on an assumed termination date of December 31, 2010 and the completion of a full fiscal year, and all defined terms are as defined in the respective employment agreements of each Named Executive Officer, which are summarized below under “—Employment Agreements.” The amounts shown in the table below do not include payments and benefits to the extent they are provided on a non-discriminatory basis to salaried employees generally upon termination of employment, such as continuation of health care benefits through the end of the month of the termination of employment. While our Named Executive Officers’ rights in respect of RSUs granted in connection with 2009 bonuses are subject to continued vesting upon a qualifying retirement, as described above, none of our Named Executive Officers have given the one year advance notice required for such qualifying retirement. Accordingly, none of our NEOs would have been eligible for this benefit as of December 31, 2010 and this benefit is therefore not illustrated in the table below. For RSUs granted in prior periods, there is no advance notice requirement and, therefore, we have included in the table below RSUs relating to these prior periods that are subject to accelerated vesting upon retirement.


Name	Lump Sum Cash Severance Payment			2010 Fiscal Year Bonuses			Continuation of Medical Benefits			Accelerated Vesting of Equity Awards			Other			Total
	(dollars in thousands, except share data)
Roger C. Altman
• Termination due to death or disability	$	—		$	3,850	(1)	$	—		$	9,966	(2)	$	—		$	13,816
• Termination by us without “cause” or by the executive for “good reason” or if we elect not to extend term (“Qualifying Terminations”)		11,488	(4)		3,850	(1)		48	(5)		—						15,386
• Qualifying Termination within 6 months prior to or anytime following a change in control		17,232	(6)		3,850	(1)		71	(7)		9,966	(2)		10,316	(8)		41,435
• Change in control (regardless of whether executive’s employment terminates)		—			—			—			9,966	(2)		—			9,966
• Retirement		—			—			—			2,023	(3)		—			2,023

Ralph L. Schlosstein
• Termination due to death, disability or termination by us without “cause” or by the executive for “good reason”		—			3,000	(9)		—			36,449	(10)		—			39,449
• Change in control (regardless of whether executive’s employment terminates)											18,089	(11)		—			18,089

Robert B. Walsh
• Change in control (regardless of whether executive’s employment terminates) or the termination of the executive due to his death or disability		—			—			—			1,485	(12)		—			1,485

Eduardo Mestre
• Change in control (regardless of whether executive’s employment terminates) or the termination of the executive due to his death or disability		—			—			—			23,113	(13)		—			23,113
• Retirement		—			—			—			3,338	(14)		—			3,338

Bernard J. Taylor
• Change in control (regardless of whether executive’s employment terminates)											1,633	(15)					1,633

(1)

This amount consists of Mr. Altman’s annual bonus for the 2010 fiscal year; Mr. Altman would otherwise be required to remain employed through the bonus payment date in order to receive these amounts. Note that approximately 85% of the annual bonus payable to Mr. Altman would have been paid in the form of restricted securities, subject to time-based vesting over a period of up to four years, but we have assumed for illustrative purpose only that when paid in connection with a severance event, Mr. Altman would have been paid the entire annual bonus in cash with no grants of equity securities subject to vesting.

(2)	This amount represents the value of 293,110 otherwise unvested RSUs based on the closing price of our Class A common stock on December 31, 2010 ($34.00).

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(3)	This amount represents the value of 59,501 otherwise unvested RSUs granted in connection with Mr. Altman’s 2008 bonus based on the closing price of our Class A common stock on December 31, 2010 ($34.00).

(4)

This amount is equal to two times the greater of: (a) the sum of (A) the executive’s base salary and (B) the executive’s average annual bonus for the three most recently completed fiscal years; or (b) the average of the aggregate amount of cash compensation payable to our three most highly paid executive officers in the fiscal year preceding the year of termination.

(5)	This amount represents the estimated present value of the employer-paid portion of premium payments for 24 months of medical, dental and vision insurance coverage.

(6)

This amount is equal to three times the greater of: (a) the sum of (A) the executive’s base salary and (B) the executive’s average annual bonus for the three most recently completed fiscal years; or (b) the average of the aggregate amount of cash compensation payable to our three most highly paid executive officers in the fiscal year preceding the year of termination.

(7)	This amount represents the estimated present value of the employer-paid portion of premium payments for 36 months of medical, dental and vision insurance coverage.

(8)

If payments or benefits provided to the executive in connection with a change in control result in an “excess parachute payment” excise tax being imposed on the executive, he is entitled to a gross-up payment equal to the amount of the excise tax, as well as the excise tax and income tax on the gross-up payment. This amount represents the estimated gross-up payment that would be made to the executive in the event his employment is terminated by us without “cause” or by the executive for “good reason” on December 31, 2010, within six months prior to or anytime following a change in control.

(9)

This amount consists of Mr. Schlosstein’s annual bonus for the 2010 fiscal year; Mr. Schlosstein would otherwise be required to remain employed through the bonus payment date in order to receive these amounts. Note that approximately 85% of the annual bonus payable to Mr. Schlosstein would have been paid in the form of restricted securities, subject to time-based vesting over a period of up to four years, but we have assumed for illustrative purpose only that when paid in connection with a severance event, Mr. Schlosstein would have been paid the entire annual bonus in cash with no grants of equity securities subject to vesting.

(10)

Of this amount, $19,891 represents the value of 585,018 otherwise unvested RSUs, based on the closing price of our Class A common stock on December 31, 2010 ($34.00). Mr. Schlosstein’s remaining 360,000 RSUs will be forfeited as a result of the Company’s Class A common stock not reaching specified share price targets as of December 31, 2010. Of this amount, $16,558 represents the value of the lapse of the Company’s right to repurchase 1,391,466 Evercore LP partnership units from Mr. Schlosstein and the Ralph L. Schlosstein 1998 Long-Term Trust (the “Trust”), based on the excess of the closing price of our Class A common stock on December 31, 2010 ($34.00) over the fair market value of the Evercore LP partnership units held by Mr. Schlosstein and the Trust as of December 31, 2010. The fair market value of the Evercore LP partnership units held by Mr. Schlosstein and the Trust as of December 31, 2010 is determined using the same methodology utilized in the independent valuation received by the Company at the time that Mr. Schlosstein and the Trust purchased the units.

(11)

Of this amount, $1,531 represents the value of 45,018 otherwise unvested RSUs, based on the closing price of our Class A common stock on December 31, 2010 ($34.00). Of this amount, $16,558 represents the value of the lapse of the Company’s right to repurchase 1,391,466 Evercore LP partnership units from Mr. Schlosstein and the Ralph L. Schlosstein 1998 Long-Term Trust (the “Trust”), based on the excess of the closing price of our Class A common stock on December 31, 2010 ($34.00) over the fair market value of the Evercore LP partnership units held by Mr. Schlosstein and the Trust as of December 31, 2010. The fair market value of the Evercore LP partnership units held by Mr. Schlosstein and the Trust as of December 31, 2010 is determined using the same methodology utilized in the independent valuation received by the Company at the time that Mr. Schlosstein and the Trust purchased the units.

(12)	This amount represents the value of 43,687 otherwise unvested RSUs, based on the closing price of our Class A common stock on December 31, 2010 ($34.00).

(13)

Of this amount, $15,919 represents the value of 468,214 otherwise unvested Evercore LP partnership units and $7,194 represents the value of 211,571 otherwise unvested RSUs, each based on the closing price of our Class A common stock on December 31, 2010 ($34.00). Because Evercore LP partnership units are, under specified circumstances, exchangeable for shares of our Class A common stock on a one-for-one basis, the fair market value of the Evercore LP partnership units is assumed for this purpose to be equal to the fair market value of our Class A common stock.

(14)	This amount represents the value of 98,176 otherwise unvested RSUs granted in connection with Mr. Mestre’s 2008 bonus based on the closing price of our Class A common stock on December 31, 2010 ($34.00).

(15)	This amount represents the value of 48,025 otherwise unvested RSUs based on the closing price of our Class A common stock on December 31, 2010 ($34.00).

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Employment Agreements

Employment Agreement with Mr. Altman

We have entered into an employment agreement with Mr. Altman. Pursuant to the terms of Mr. Altman’s employment agreement, Mr. Altman will serve automatic, successive one-year extensions expiring on August 16^th of the relevant year, unless either party gives the other 60 days prior notice that the term will not be extended.

Mr. Altman’s employment agreement provides for an annual base salary of $500,000 and Mr. Altman is entitled to an annual bonus as determined in the discretion of the Compensation Committee. According to his employment agreement, up to 50% of the annual bonus payable to Mr. Altman may be payable in the form of our restricted securities, with such restricted securities vesting in four equal annual installments (or at such faster rate as may be applicable to restricted securities issued to our other SMDs, which would accelerate upon death, disability, change in control or retirement eligibility).

Pursuant to each employment agreement, if Mr. Altman’s employment terminates prior to the expiration of the term due to his death or disability, Mr. Altman would be entitled to receive (1) any base salary earned but unpaid through the date of termination; (2) reimbursement for any unreimbursed business expenses properly incurred by Mr. Altman; (3) such employee benefits, if any, as to which Mr. Altman may be entitled under our employee benefit plans (the payments and benefits described in (1) through (3) are referred to as the “accrued rights”); (4) lump sum payments equal to Mr. Altman’s earned but unpaid annual bonus, if any, payable in respect of the fiscal year immediately preceding the fiscal year in which the termination occurs, to be paid when such bonus would have otherwise been payable had Mr. Altman’s employment not terminated; and (5) a pro-rated portion of the annual bonus, calculated based on the number of months (and any fraction thereof) Mr. Altman is employed during the fiscal year in which a termination of employment occurs and in respect of which such bonus is payable, relative to 12 months.

If Mr. Altman’s employment is terminated prior to the expiration of the term (or such extension thereof) by us without “cause” (as defined below) or by Mr. Altman for “good reason” (as defined below) or if we elect not to extend the term (each a “qualifying termination”), Mr. Altman would be entitled, subject to his compliance with specified restrictive covenants, to (A) a lump sum payment equal to two times (three times in the case of a qualifying termination that occurs on or following our “change in control” (as defined in the employment agreement)) the greater of (x) the sum of (1) his annual base salary and (2) his average annual bonus for the three most recently completed fiscal years and (y) the average of the aggregate amount of cash compensation payable to our three most highly paid executives in the most recently completed fiscal year; (B) any “accrued rights” (as defined above); (C) lump sum payments equal to Mr. Altman’s earned but unpaid annual bonus, if any, payable in respect of the fiscal year immediately preceding the fiscal year in which the termination occurs, to be paid when such bonuses would have otherwise been payable had Mr. Altman’s employment not terminated; and (D) pro-rated portion of the annual bonus, calculated based on the number of months (and any fraction thereof) Mr. Altman is employed during the fiscal year in which a termination of employment occurs and in respect of which such bonus is payable, relative to 12 months. Mr. Altman would also be entitled to receive continued coverage for Mr. Altman and his spouse and dependents under our medical plans for two years (three years in the case of a qualifying termination that occurs on or following our change in control), subject to payment by Mr. Altman of the same premiums he would have paid during such period of coverage if he were an active employee. Any termination by us without cause within six months prior to the occurrence of our change in control would be deemed to be a termination of employment on the date of such change in control. The severance benefits payable to Mr. Altman are conditioned on his continued compliance with specified confidentiality, non-solicitation and proprietary information covenants following his termination of employment with us.

For purposes of the employment agreements of Mr. Altman, “cause” means the occurrence of: (1) Mr. Altman’s breach of a material obligation under the governing documents of our entities, (2) Mr. Altman’s conviction of, or plea of guilty or nolo contendere in respect of any felony, (3) Mr. Altman’s perpetration of a

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fraud against us, (4) Mr. Altman’s willful and continued failure to perform his duties to us or (5) any willful misconduct by Mr. Altman which could reasonably have an adverse effect on his ability to function as our employee or on our business or reputation. For purposes of the employment agreements of Mr. Altman, “good reason” means: (1) our failure to pay Mr. Altman’s base salary and annual bonus (if such amounts become payable to Mr. Altman), (2) the failure to re-elect Mr. Altman as a member of the Board, (3) any diminution in Mr. Altman’s title or authority with us or (4) our failure to provide Mr. Altman with the employee benefits or perquisites provided for in the employment agreement.

In the event of a termination of Mr. Altman’s employment which is not a qualifying termination or a termination due to Mr. Altman’s death or disability (including if Mr. Altman resigns without good reason), Mr. Altman would be entitled to receive any “accrued rights” (as defined above).

Mr. Altman also entered into confidentiality, non-solicitation and proprietary information agreements with us. Pursuant to the this agreements, Mr. Altman is subject to a covenant not to (i) compete with us while employed and for twenty four months following his termination of employment for any reason and (ii) solicit our employees, consultants and certain actual and prospective clients while employed and for twelve months following his termination of employment for any reason, in each case, subject to certain specified exclusions.

If a dispute arises out of the employment agreement with Mr. Altman, we would pay Mr. Altman’s reasonable legal fees and expenses incurred in connection with such dispute if Mr. Altman prevails in substantially all material respects on the issues presented for resolution.

In addition, if payments or benefits provided to Mr. Altman under an employment agreement or any other plan or agreement in connection with our change in control result in an “excess parachute payment” excise tax being imposed on Mr. Altman, he would be entitled to a gross-up payment equal to the amount of the excise tax, as well as the excise tax and income tax on the gross-up payment.

Employment Agreement with Mr. Schlosstein

Effective May 21, 2009, we entered into an employment agreement with Mr. Schlosstein. Pursuant to the terms of Mr. Schlosstein’s employment agreement, Mr. Schlosstein will serve as our Chief Executive Officer and as a member of the Board, for a term of five years. Mr. Schlosstein’s employment agreement provides for an annual base salary of $500,000, a signing bonus of $6.1 million and a minimum 2009 annual incentive bonus for the portion of 2009 that he worked for us of $1,325,000, with subsequent years’ bonuses to be determined in the sole discretion of the Compensation Committee. According to his employment agreement, up to 50% of the annual incentive bonus payable to Mr. Schlosstein may be payable in the form of our restricted securities, with such restricted securities vesting based on the continued service of Mr. Schlosstein (currently contemplated to vest in four equal annual installments).

As part of our recruiting efforts to attract Mr. Schlosstein to serve as our President and CEO, we also agreed as a result of arms length negotiations, to award Mr. Schlosstein RSUs with respect to 900,000 shares subject to performance as well as time based vesting conditions. In particular, tranches of the RSUs vest on the fifth anniversary of his continuous employment with us (or upon an earlier termination of Mr. Schlosstein’s employment without cause or for good reason or due to his death or disability), if the following performance conditions have by then been satisfied:

•

180,000 shares will be eligible to vest if the stock price closes at or above $20 for 20 consecutive trading days at any time during the 5-year period following his start date.

•

180,000 shares will be eligible to vest if the stock price closes at or above $25 for 20 consecutive trading days at any time during the 5-year period following his start date.

•

180,000 shares will be eligible to vest if the stock price closes at or above $30 for 20 consecutive trading days at any time during the 5-year period following his start date.

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•

180,000 shares will be eligible to vest if the stock price closes at or above $35 for 20 consecutive trading days at any time during the 5-year period following his start date.

•

180,000 shares will be eligible to vest if the stock price closes at or above $40 for 20 consecutive trading days at any time during the 5-year period following his start date.

We believe such terms were necessary to attract Mr. Schlosstein given the competitive marketplace for talent in which we operate and his extensive experience and knowledge about our business and industry. It is also important to note that these provisions were agreed to in conjunction with a decision by Mr. Schlosstein to purchase a significant amount of Evercore LP equity with his own personal funds rather than receive an equity award at no cost with only time-based vesting. Moreover, Mr. Schlosstein’s award was structured to promote the firm’s long-term interests by encouraging Mr. Schlosstein to both remain in our employ for a full five year period (subject to limited exceptions) and achieve the stock performance conditions described above.

Pursuant to his employment agreement, if Mr. Schlosstein’s employment is terminated by us for “cause” (as defined below) or if Mr. Schlosstein resigns without “good reason” (as defined below) prior to the expiration of the term, Mr. Schlosstein would be entitled to receive the accrued rights (as defined above under “— Employment Agreement with Mr. Altman”).

If Mr. Schlosstein’s employment is terminated prior to the expiration of the term as a result of his death or disability, or by us without “cause” or by Mr. Schlosstein for “good reason”, in addition to the accrued rights, Mr. Schlosstein would be entitled to: (1) a lump sum payment equal to Mr. Schlosstein’s earned but unpaid annual incentive bonus, if any, payable in respect of the fiscal year immediately preceding the fiscal year in which the termination occurs, to be paid when such bonus would have otherwise been payable had Mr. Schlosstein’s employment not terminated; (2) a pro-rated portion of the annual incentive bonus, calculated based on the number of months (and any fraction thereof) Mr. Schlosstein is employed during the fiscal year in which a termination of employment occurs and in respect of which such bonus is payable, relative to 12 months; (3) any restricted stock or RSUs granted to Mr. Schlosstein as payment of his annual incentive bonus will become fully vested; (4) the RSUs granted to Mr. Schlosstein in connection with his commencement of employment with us will become vested to the extent the applicable share price targets have been achieved; and (5) subject to the terms of our Partnership Agreement as amended, our option to repurchase Mr. Schlosstein’s Class B-3 Units of the Partnership and the restrictions on the ability to exchange such Class B-3 Units into shares of Class A common stock will each lapse. The benefits payable to Mr. Schlosstein are conditioned on his execution and delivery of a general release of claims against us and on his continued compliance with specified confidentiality, non-solicitation and proprietary information covenants following his termination of employment with us. For purposes of Mr. Schlosstein’s employment agreement, “cause” and “good reason” have substantially the same meanings as defined in Mr. Altman’s employment agreement, as described above.

In connection with his employment agreement, Mr. Schlosstein also entered into a confidentiality, non-solicitation and proprietary information agreement with us. Pursuant to this agreement, Mr. Schlosstein is subject to a covenant not to (i) compete with us while employed and for twelve months following his termination of employment for any reason and (ii) solicit our employees, consultants and certain actual and prospective clients while employed and for twelve months following his termination of employment for any reason, in each case, subject to certain specified exclusions. Notwithstanding the foregoing, in the event of a termination of Mr. Schlosstein’s employment without cause or for good reason, the non-competition and non-solicitation restrictions will only apply for six months if we elect to pay Mr. Schlosstein’s base salary and provide continued medical plan coverage during such period.

If a dispute arises out of the employment agreement with Mr. Schlosstein, we would pay Mr. Schlosstein’s reasonable legal fees and expenses incurred in connection with such dispute if he prevails in substantially all material respects on the issues presented for resolution.

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Employment Agreement with Mr. Taylor

In connection with the acquisition of Braveheart, we entered into a service agreement with Mr. Taylor. The service agreement provides that Mr. Taylor is entitled to customary benefits, welfare and retirement plans commensurate with his position. For 2010, we contributed £156,000 into a U.K. tax qualified defined contribution plan for employees of Evercore Europe on Mr. Taylor’s behalf. In addition, pursuant to the service agreement, in the event an SMD of ours ceases to be employed and his or her equity in Evercore LP is reallocated to currently employed pre-IPO SMDs, Mr. Taylor will also receive a pro-rata allocation of equity in connection with such distribution. On January 11, 2011, Mr. Taylor caused 48,025 shares that he was entitled to receive pursuant to this provision to be delivered to an unaffiliated charity.

Other Named Executive Officers

We have not entered into an employment agreement with Mr. Mestre and our letter agreement with Mr. Walsh has expired.

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COMPENSATION COMMITTEE REPORT

We have reviewed and discussed the Compensation Discussion and Analysis with management. Based on our review and discussion with management, we recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement issued in connection with our Annual Meeting and in our Annual Report on Form 10-K for 2010.

Compensation Committee

Anthony N. Pritzker, Chairman

Curt Hessler

Francois de Saint Phalle

The information in this report is not “soliciting material,” is not deemed filed with the SEC and is not to be incorporated by reference in any of our filings under the Securities Act of 1933, as amended, or the Exchange Act whether made before or after the date hereof and irrespective of any general incorporation language in any such filings.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of April 14, 2011, information regarding the beneficial ownership of Evercore LP partnership units and our Class A common stock and Class B common stock held by (1) each person, or group of affiliated persons, known by us to own beneficially more than 5% of our outstanding shares of Class A common stock or Class B common stock, (2) each of our directors, (3) each of our Named Executive Officers and (4) all of our current directors and executive officers as a group. Beneficial ownership is determined in accordance with the rules of the SEC, and thus the 7,475 shares of our Class A common stock that will vest and be delivered within 60 days of April 14, 2011 to certain individuals are deemed outstanding for calculating the percentage of outstanding shares of the person holding such shares, but are not deemed outstanding for calculating the percentage of any other person. Percentage of beneficial ownership is based upon (1) 20,924,028 shares of our Class A common stock issued and outstanding, (2) 14,008,159 Evercore LP partnership units outstanding excluding partnership units held by Evercore Partners Inc. and (3) 48 shares of our Class B common stock issued and outstanding as of April 14, 2011. All holders of Evercore LP partnership units hold one or more shares of our Class B common stock other than Trilantic Capital Partners, which holds 500,000 Evercore LP Class B-4 partnership units. To our knowledge, except as set forth in the footnotes to this table and subject to applicable community property laws, each person named in the table has sole voting and investment power with respect to the shares set forth opposite such person’s name. Except as otherwise indicated, the address of each of the persons in this table is as follows: c/o Evercore Partners, 55 East 52^nd Street, 38^th floor, New York, New York 10055.


	Shares of Class A Common Stock Beneficially Owned					Evercore LP Partnership Units Beneficially Owned†					Shares of Class B Common Stock Beneficially Owned
Name of Beneficial Owner	Number of Shares of Class A Common Stock		Percentage of Class A Common Stock			Number of Evercore LP Units		Percentage of Evercore LP Units			Number of Shares of Class B Common Stock Beneficially Owned††		Percentage of Combined Voting Power of Evercore Partners Inc.
Principal Stockholders

5% Stockholders
FMR, LLC(1)		2,960,053		14.1	%		—		—			—		8.6	%
TimesSquare Capital Management, LLC(2)		1,070,450		5.1	%		—		—			—		3.1	%

Directors
Roger Altman(3)		58,750		*			1,881,320		13.4	%		2		5.6	%
Pedro Aspe(4)		38,852		*			87,968		*			2		*
Richard I. Beattie(5)		18,645		*			—		—			—		*
Francois de Saint Phalle(6)		55,942		*			—		—			—		*
Gail Block Harris(7)		30,942		*			—		—			—		*
Curt Hessler(8)		10,942		*			—		—			—		*
Anthony N. Pritzker(9)		117,942		*			—		—			—		*
Ralph L. Schlosstein(10)		—		—			1,391,466		9.9	%		2		4.0	%

Named Executive Officers who are not Directors
Eduardo Mestre(11)		—		*			648,829		4.6	%		1		1.9	%
Bernard Taylor		892,309		4.3	%		—		—			—		2.6	%
Robert Walsh(12)		19,777		*			—		—			—		—
Directors and Executive Officers as a Group (12 Persons)		1,245,439		6.0	%		4,105,384		29.3	%		8		15.5	%

*	Less than 1%.

(†)

The partnership units of Evercore LP are exchangeable for shares of our Class A common stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications. Beneficial ownership of partnership units of Evercore LP reflected in this table has not also been reflected as beneficial ownership of the shares of our Class A common stock for which such units may be exchanged.

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(††)	Each holder of Class B common stock, as such, is entitled, without regard to the number of shares of Class B common stock held by such holder, to one vote for each Evercore LP partnership unit held by such holder.

(1)

Based on information set forth in Schedule 13G/A, dated February 14, 2011 (the “FMR 13G/A”), filed with the SEC by FMR LLC and Edward C. Johnson 3d (the “FMR Reporting Persons”). The address of the FMR Reporting Persons is 82 Devonshire Street, Boston, Massachusetts 02109. The FMR 13G/A discloses that Fidelity Management & Research Company (“Fidelity”), a wholly-owned subsidiary of FMR LLC and an investment adviser, is the beneficial owner of 2,960,053 shares of our Class A common stock as a result of acting as investment adviser to various investment companies. Edward C. Johnson 3d and FMR LLC, through its control of Fidelity, and the funds each has sole power to dispose of the 2,960,053 shares owned by the funds. Neither FMR LLC nor Edward C. Johnson 3d, Chairman of FMR LLC, has the sole power to vote or direct the voting of the shares owned directly by the Fidelity funds, which power resides with the funds’ Boards of Trustees.

(2)	Based on information set forth in Schedule 13G, dated February 9, 2011, filed with the SEC by TimesSquare Capital Management, LLC (“TimesSquare”), a registered investment advisor. TimeSquare’s address is 1177 Avenue of the Americas, 39th Floor, New York, NY 10036.

(3)

Some of the Evercore LP partnership units, shares of Class A common stock and shares of Class B common stock listed as beneficially owned by Mr. Altman are held by the Altman Kazickas Foundation and trusts benefiting his family. Mr. Altman disclaims beneficial ownership of the Evercore LP partnership units, shares of Class A common stock and shares of Class B common stock held by the Altman Kazickas Foundation and these trusts. Does not include 21,585 vested and 279,484 unvested RSUs granted to Mr. Altman under the Evercore Partners Inc. 2006 Stock Incentive Plan.

(4)

Includes 87,967 Evercore LP partnership units and one share of Class B common stock held by a trust over which Mr. Aspe has voting power that are for the economic benefit of certain directors and employees of Protego. Mr. Aspe disclaims beneficial ownership of the Evercore LP partnership units and share of Class B common stock held by this trust. Does not include 829,289 Evercore LP partnership units and one share of Class B common stock held by a trust over which Mr. Aspe does not have voting or investment power, that are for the benefit of Mr. Aspe, members of his family, and certain charitable organizations. Does not include 60,658 unvested RSUs granted to Mr. Aspe under the Evercore Partners Inc. 2006 Stock Incentive Plan.

(5)	Includes 1,495 unvested RSUs granted to Mr. Beattie under the Evercore Partners Inc. 2006 Stock Incentive Plan. Does not include 1,619 unvested RSUs granted to Mr. Beattie under the Evercore Partners 2006 Stock Incentive Plan.

(6)	Includes 1,495 unvested RSUs granted to Mr. de Saint Phalle under the Evercore Partners Inc. 2006 Stock Incentive Plan.

(7)	Includes 1,495 unvested RSUs granted to Ms. Harris under the Evercore Partners Inc. 2006 Stock Incentive Plan.

(8)	Includes 1,495 unvested RSUs granted to Mr. Hessler under the Evercore Partners Inc. 2006 Stock Incentive Plan.

(9)

Includes 112,000 shares of Class A common stock owned by New World Opportunity Partners II, LLC, a Delaware limited liability company (“NWOP II”). Mr. Pritzker may be deemed to control NWOP II by virtue of Mr. Pritzker being the manager of NWOP II. Mr. Pritzker expressly disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest therein. Includes 1,495 unvested RSUs granted to Mr. Pritzker under the Evercore Partners Inc. 2006 Stock Incentive Plan.

(10)

These Evercore LP partnership units are held in trust for the benefit of Mr. Schlosstein’s family. Mr. Schlosstein disclaims beneficial ownership of these partnership units, and the filing of this report is not an admission that Mr. Schlosstein is the beneficial owner of these partnership units for the purposes of Section 16 or for any other purpose. Does not include 1,007,758 unvested RSUs granted to Mr. Schlosstein under the Evercore Partners Inc. 2006 Stock Incentive Plan.

(11)

Includes 468,214 unvested Evercore LP partnership units that are subject to forfeiture and re-allocation or cancellation as described in “RELATED PERSON TRANSACTIONS AND OTHER INFORMATION—Evercore LP Partnership Agreement.” Does not include 210,191 unvested RSUs that Mr. Mestre does not have the power to vote, granted to Mr. Mestre under the Evercore Partners Inc. 2006 Stock Incentive Plan.

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(12)	Does not include 52,987 unvested RSUs and 50,313 vested RSUs that Mr. Walsh does not have the power to vote, granted to Mr. Walsh under the Evercore Partners Inc. 2006 Stock Incentive Plan.

In addition, we entered into a series of agreements with Mizuho Corporate Bank, Ltd. (“Mizuho”) and some of its affiliates which provided for, among other matters, the issuance of a warrant to purchase 5,454,545 shares of Class A Common Stock at $22.00 per share, the exercise of which is subject to a number of restrictions. Neither Mizuho nor any of its affiliates may exercise the warrant other than contemporaneously with or immediately prior to a transfer of all shares of Class A Common Stock issued pursuant to such exercise and on the condition that Mizuho or its affiliates, as applicable, has entered into a binding agreement to effectuate such transfer to an unaffiliated person and completes such transfer. Mizuho also agreed to not transfer the warrant or shares of Class A Common Stock underlying the warrant until either (a) after August 16, 2012 or (b) if the strategic alliance agreement between Mizuho and Evercore is terminated, the later of the third anniversary of the issuance of the warrant or one year following such termination.

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PROPOSAL 2 - NON-BINDING, ADVISORY VOTE ON EXECUTIVE COMPENSATION

In accordance with the requirements of Section 14A of the Exchange Act (which was added by the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”)) and the related rules of the SEC, we are including in the Proxy Statement a separate resolution to approve, in a non-binding, stockholder advisory vote, the compensation paid to our Named Executive Officers as disclosed under pages 27-43. While the results of the vote are non-binding and advisory in nature, the Board intends to carefully consider the results of this vote.

The language of the resolution is as follows:

“RESOLVED, that the compensation paid to the company’s Named Executive Officers, as disclosed in this Proxy Statement pursuant to the rules of the SEC, including the Compensation Discussion and Analysis, compensation tables and any related narrative discussion, is hereby APPROVED.”

As described under the heading “COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS,” stockholders may wish to consider the following features of our executive compensation programs and actions by our Compensation Committee in connection with the advisory vote to approve the compensation paid to our Named Executive Officers:

•

Base salaries generally account for a small portion of the total potential compensation paid to our Named Executive Officers, and the base salaries of our Named Executive Officers have generally not increased since our IPO in 2006 or in the case of Mr. Schlosstein and Walsh since they joined us;

•

Bonuses potentially payable to our Named Executive Officers account for the majority of their total compensation, and, despite a strong financial performance in 2010, bonuses for Named Executive Officers generally declined;

•

Consistent with the goal of supporting long-term value creation, in 2010 the Compensation Committee decided to significantly increase the portion of 2010 incentive compensation for Named Executive Officers that is subject to future service;

•

In 2010, the Compensation Committee required that all Named Executive Officers receive at least 50% of their deferred compensation in RSUs, which generally vest over a four-year period, thereby aligning the interests of our Named Executive Officers with those of stockholders over such period; and

•

We have significantly reduced perquisites for our Named Executive Officers.

Our Board recommends that you vote “FOR” approval of the compensation of our Named Executive Officers.

Proxies will be voted FOR the approval of the resolution unless otherwise specified.

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PROPOSAL 3 - NON-BINDING, ADVISORY VOTE ON THE FREQUENCY OF FUTURE NON-BINDING VOTES ON EXECUTIVE COMPENSATION

In accordance with the requirements of Section 14A of the Exchange Act (which was added by the Dodd-Frank Act) and the related rules of the SEC, we are submitting for stockholder consideration a separate resolution to determine, in a non-binding advisory vote, whether a stockholder vote to approve the compensation paid to our Named Executive Officers (that is, votes similar to the non-binding, advisory vote in Proposal 2 on page 48) should occur every one, two or three years. While the results of the vote are non-binding and advisory in nature, the Board intends to carefully consider the results of this vote.

The Board believes that a non-binding vote on executive compensation every three years is the best approach for the Company and its stockholders based on a number of considerations, including the following:

•

Our executive compensation programs are designed to support long-term value creation, and a triennial vote will allow stockholders to better judge our executive compensation policies in relation to our long-term performance. As described in the Compensation Discussion and Analysis section above, one of the core principles of our executive compensation policies is to ensure management’s interests are aligned with our stockholders’ interests to support long-term value creation. Accordingly, we grant awards with multi-year service periods to encourage our Named Executive Officers to focus on long-term performance, and recommend a triennial vote which would allow our executive compensation policies to be evaluated over a similar time-frame and in relation to our long-term performance.

•

We have comprehensive stock ownership guidelines for SMDs, which includes Named Executive Officers, designed to encourage management to focus on long-term stockholder value.

•

In order to encourage our CEO to focus on long-term stockholder value creation, in connection with Mr. Schlosstein joining Evercore, we granted him 900,000 RSUs that vest based on his continued service over five years and based on performance conditions tied to substantial increases in our stock price.

•

A triennial vote will provide us with the time to thoughtfully respond to stockholders’ sentiments and implement any necessary changes. We carefully consider changes to our policies to maintain the consistency and credibility of the policies that are important in motivating and retaining our employees. We therefore believe that a triennial vote is an appropriate frequency to provide our Compensation Committee sufficient time to thoughtfully consider stockholders’ input and to implement any appropriate changes to our executive compensation policies, in light of the timing that would be required to implement any decisions related to such changes.

Our Board recommends that you vote for “THREE YEARS” with respect to how frequently a non-binding advisory stockholder vote to approve the compensation of our Named Executive Officers should occur.

Proxies will be voted for “THREE YEARS” unless otherwise specified.

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REPORT OF THE AUDIT COMMITTEE

The duties and responsibilities of the Audit Committee are set forth in our Audit Committee Charter which can be found on our website, www.evercore.com, under the Investor Relations link. The Audit Committee has:

•

selected the independent registered public accounting firm to audit our books and records;

•

reviewed and discussed our audited financial statements for 2010 with management and with Deloitte, our independent registered public accounting firm, and has held, as appropriate, executive sessions with Deloitte, in each case without the presence of management;

•

discussed with our independent registered public accounting firm the matters required to be discussed by Statement on Auditing Standards No. 61, as amended (AICPA Professional Standards, Vol. 1, AU Section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T, including the quality of our accounting principles, the reasonableness of management’s significant judgments and the clarity of disclosures in the financial statements; and

•

received from Deloitte the written disclosures and the letter required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the audit committee concerning independence and has discussed with Deloitte its independence.

In performing all of these functions, the Audit Committee acts in an oversight capacity. The Audit Committee reviews our quarterly and annual reports on Form 10-Q and Form 10-K prior to filing with the SEC. In its oversight role, the Audit Committee relies on the work and assurances of:

•

our management, which has the primary responsibility for establishing and maintaining adequate internal control over financial reporting and for preparing the financial statements, and other reports; and

•

the independent registered public accounting firm, which is engaged to audit and report on our and our subsidiaries’ consolidated financial statements, management’s assessment of the effectiveness of our internal control over financial reporting, and the effectiveness of our internal control over financial reporting.

Based on these reviews and discussions, and the reports of the independent registered public accounting firm, the Audit Committee recommended to the Board, and the Board approved, that the audited financial statements be included in our Form 10-K for 2010 for filing with the SEC.

Audit Committee:

Curt Hessler, Chairman

Gail Block Harris

Francois de Saint Phalle

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PROPOSAL 4 - RATIFICATION OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

Deloitte served as our independent registered public accounting firm for 2010. Our Audit Committee has selected Deloitte as our independent registered public accounting firm to perform the audit of our consolidated financial statements for 2011, as well as an audit of our internal control over financial reporting for 2011. Representatives of the firm of Deloitte are expected to be present at our Annual Meeting and will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Board Recommendation

The appointment of Deloitte as our independent registered public accounting firm will be submitted to our stockholders for ratification at the Annual Meeting. Our Board recommends that the stockholders vote “FOR” the ratification of the selection of Deloitte as our independent registered public accounting firm. The submission of the appointment of Deloitte is required neither by law nor by our Amended and Restated Bylaws. Our Board is nevertheless submitting it to our stockholders to ascertain their views. If our stockholders do not ratify the appointment, the selection of another independent registered public accounting firm will be considered by our Board.

Audit Fees

The following table sets forth approximate aggregate fees billed to us for the years ended December 31, 2010 and 2009 by Deloitte:


	2010		2009
	(in thousands)
Audit Fees	$	2,365	$	1,820
Audit-Related Fees		229		138
Non-Audit Fees		4		—

Total	$	2,598	$	1,958

Audit fees include fees for the audit of the effectiveness of internal control over financial reporting as required by Section 404 of the Sarbanes Oxley Act, professional services rendered for the audit and quarterly review of our consolidated financial statements, consents, registration statements, statutory and regulatory filings in the United States, United Kingdom, Brazil and Mexico, issuance of a SAS 70 Type II and AT101 report, surprise custody audit report and assistance with various review of documents filed with the SEC.

Audit Related fees include fees for assurance and related services related to due diligence involving mergers and acquisitions, accounting consultations in connection with acquisitions, attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

Non-Audit Fees includes fees for subscriptions to Deloitte’s on-line accounting research tool and for participation in Deloitte sponsored continuing educational programs.

Pre-Approval Policies and Procedures

Our Audit Committee does not permit the engagement of our auditors without pre-approval by the Audit Committee. The engagement of Deloitte for non-audit accounting and tax services is limited to circumstances where these services are considered integral to the audit services that Deloitte provides or where there is another compelling rationale for using Deloitte. All audit, audit-related and permitted non-audit services for which Deloitte was engaged for the years ended December 31, 2009 and 2010 were pre-approved by the Audit Committee in compliance with applicable SEC requirements.

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STOCKHOLDER PROPOSALS FOR 2012 ANNUAL MEETING

In order for a stockholder proposal to be included in our Proxy Statement to be issued in connection with our 2012 Annual Meeting, that proposal must be received by our Corporate Secretary no later than December 23, 2011 (which is 120 calendar days before the anniversary of the date this Proxy Statement was first mailed to stockholders). If that proposal is in compliance with all of the requirements of Rule 14a-8 under the Exchange Act, it will be included in the Proxy Statement and set forth on the proxy card issued for that Annual Meeting.

In addition to including their proposal in our proxy materials, stockholders may wish to submit proposals at the 2012 Annual Meeting. In order for such proposals to be deemed timely, such proposals must be received by our Corporate Secretary at our principal executive offices (A) no earlier than February 9, 2012 and no later than March 10, 2012 or (B) in the event that our 2012 Annual Meeting of stockholders is held prior to May 18, 2012 or after August 16, 2012, notice by the stockholder must be so received not earlier than the 120th day prior to the Annual Meeting and not later than the close of business on the later of the 90th day prior to the Annual Meeting or the 10th day following the day on which public announcement of the date of the Annual Meeting is first made.

HOUSEHOLDING OF ANNUAL MEETING MATERIALS

Some banks, brokers and other holders of record may be participating in the practice of “householding” Proxy Statements and annual reports. This means that only one copy of our Proxy Statement and annual report to stockholders may have been sent to multiple stockholders in your household. We will promptly deliver a separate copy of either document to you if you contact our Corporate Secretary at the following address or telephone number: 55 East 52^ndStreet, 38^th floor, New York, New York 10055, (212) 857-3100. If you want to receive separate copies of the Proxy Statement or the annual report to stockholders in the future, or if you are receiving multiple copies and would like to receive only one copy per household, you should contact your bank, broker or other holder of record, or you may contact us at the above address or telephone number.

OTHER MATTERS

Our Board does not know of any other matters that are to be presented for action at the Annual Meeting. Should any other matter come before the Annual Meeting, however, the persons named in the enclosed proxy will have discretionary authority to vote all proxies with respect to such matters in accordance with their judgment.

BY ORDER OF THE BOARD OF DIRECTORS

LOGO

Adam B. Frankel

Secretary

Dated: April 25, 2011

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*EVERCORE PARTNERS INC.* *ATT: ADAM B. FRANKEL, CORP. SEC.* *55 EAST 52ND STREET, 38TH FLOOR* *NEW YORK, NY 10055*


Investor Address Line 1 Investor Address Line 2 Investor Address Line 3 Investor Address Line 4 Investor Address Line 5 John Sample 1234 ANYWHERE STREET ANY CITY, ON A1A 1A1
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VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.				____ ____ ____ ____ ____ ____




	CONTROL # g	000000000000

NAME THE COMPANY NAME INC. - COMMON THE COMPANY NAME INC. - CLASS A THE COMPANY NAME INC. - CLASS B THE COMPANY NAME INC. - CLASS C THE COMPANY NAME INC. - CLASS D THE COMPANY NAME INC. - CLASS E THE COMPANY NAME INC. - CLASS F THE COMPANY NAME INC. - 401 K	SHARES	123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345
	PAGE 1 OF 2

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: x

KEEP THIS PORTION FOR YOUR RECORDS

DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

LOGO

For

All

Withhold

All

For All

Except

To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.

LOGO

The Board of Directors recommends you vote FOR the following:

Election of Directors

Nominees

Roger C. Altman

02 Pedro Aspe

03 Richard I. Beattie 04 Francois de St. Phalle 05 Gail B. Harris

Curt Hessler

07 Anthony N. Pritzker

08 Ralph L. Schlosstein

The Board of Directors recommends you vote FOR the following proposal:

For

Against

Abstain

To provide an advisory non-binding vote on the compensation of our Named Executive Officers.

The Board of Directors recommends you vote 3 YEARS on the following proposal:

1 year

2 years

3 years

Abstain

To provide an advisory non-binding vote regarding the frequency of advisory votes on the compensation of our Named Executive Officers.

The Board of Directors recommends you vote FOR the following proposal:

For

Against

Abstain

To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2011.

NOTE: In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournment or postponement thereof.

Investor Address Line 1

Investor Address Line 2

Investor Address Line 3

Investor Address Line 4

Investor Address Line 5

John Sample

1234 ANYWHERE STREET

ANY CITY, ON A1A 1A1

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally, and all holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by an authorized officer.

SHARES

CUSIP #

JOB #

SEQUENCE #

Signature [PLEASE SIGN WITHIN BOX]

Date

Signature (Joint Owners)

Date

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice & Proxy Statement, Annual Report is/ are available at www.proxyvote.com.






				EVERCORE PARTNERS INC. Annual Meeting of Stockholders June 7, 2011 9:30 A.M. This proxy is solicited by the Board of Directors
		The stockholder(s) hereby appoint(s) Adam B. Frankel and Ralph L. Schlosstein, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Class A Common Stock and Class B Common Stock of EVERCORE PARTNERS INC. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholder(s) to be held at 9:30 A.M. on June 7, 2011 at the offices of Simpson Thacher & Bartlett LLP, 425 Lexington Ave, New York, NY 10017, and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations. The stockholder(s) acknowledges receipt with this proxy of a copy of the Notice of Annual Meeting and Proxy Statement describing more fully the matters set forth herein. Continued and to be signed on reverse side