Welcome to the Evercore Partners full year and fourth quarter 2008 financial results conference call. (Operator instructions) This conference is being recorded today, February 05. I would now like to turn the conference over to your host, Evercore Partners Chief Financial Officer, Robert Walsh. Please go ahead, sir.

Good morning and thank you for joining us today for Evercore’s fourth quarter and full year 2008 financial results conference call. I am Bob Walsh, Evercore’s Chief Financial Officer and joining me on the call today is Roger Altman, Chairman and Chief Executive Officer. After our prepared remarks, we will open up the call for questions. Earlier this morning we issued a press release announcing Evercore’s fourth quarter and full year 2008 financial results. The Company’s presentation today is complementary to that press release, which is available on our website at www.evercore.com. This conference call is being webcast live on the Investor Relations section of the Evercore website and an archive of it will be available beginning approximately one hour after the conclusion of this call. I want to point out that during the course of this conference call, we may make a number of forward looking statements. These forward looking statements are subject to various risks and uncertainties and there are important factors that could cause actual outcomes to differ materially from those indicated in these statements. These factors include but are not limited to those discussed in Evercore’s filings with the Securities and Exchange Commission including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and current reports on Form 8-K. I want to remind you that the Company assumes no duty to update any forward looking statements. In our presentation today, unless otherwise indicated, we will be discussing adjusted pro forma or non-GAAP financial measures, which we believe are meaningful in evaluating the Company’s performance. For detailed disclosures on these measures and their GAAP reconciliations you should refer to the financial data contained within our press release, which as previously mentioned, is posted on our website. We will also refrain from repeating the information included in the press release and focus instead on the key opportunities, challenges, and changes in our business. We continue to believe that it is important to evaluate Evercore’s performance on an annual basis. As we have noted previously, our results for any particular quarter are influenced by the timing of transaction closings both on the advisory and investment management sides of our business. I would now turn the call over to Roger for a review of our 2008 results.

Good morning, everyone. For Evercore, 2008 was rather an ironic year. At one level, we saw the worst financial market as you well know since the 1930s. All of us are deeply familiar with all the parameters of that with the most difficult business environment, speaking for myself, which I have ever experienced and our results reflect that, as everyone else's do. At another level, Evercore’s strengthened itself more in 2008 than in any other of 13 years of existence and we are poised for quite strong results when the financial market environment begins to stabilize. Let me begin by dealing with the numbers themselves. Here are our adjusted pro forma results and all of you know who follow us that is the way that we have always measured ourselves since the initial public offering. Our 2008 revenue is essentially $200 million. Net income is $4 million, earnings per share $0.12. This compared to 2007 revenues, net income and earnings per share of $320 million, $50 million and $1.56 per share for 2007 but 2007, of course was our all time record. For the fourth quarter just ended, revenues were $35 million. We incurred a loss of $8.5 million and that translates into $0.25 per share loss. These numbers compared to 2007’s fourth quarter which is our all time best revenues of $94 million, net income of $9.3 million and earnings per share of $0.28. Having laid those out and there are more details in the press release, I want to say that 2008 was a poor year. The fourth quarter was especially difficult and we are really dissatisfied with these results. I do not want to make any bones about that but they did occur against the extraordinary backdrop of this financial crisis and let me point out one…

(Operator's Instruction) Your first question comes from the line of Ken Worthington - JPMorgan.

Good morning. This is Funda Akarsu for Ken Worthington. It seems like we are starting to see the pipeline build for M&A even though there are not really enough data points. In your opinion, have sellers accepted the reality of lower offer prices and should the pipeline for deals continue to increase?

In my personal view, that overall M&A volume will be somewhat higher in 2009 than 2008. Evercore, for example, has already done more volume, I believe in 2009 than we did in 2008 between Pfizer-Wyeth and Swiss Re Berkshire Hathaway deal announced this morning, which we advised. So, we are already ahead of last year in terms of our total volume and obviously the first week of February. Evercore will probably have one of its pretty good years from that point of view. I cannot really answer your question as to whether sellers have accepted the lower prices. I think it is too soon to judge that as to whether that is the factor that is pervasive and that truly applies across the Board. I think it is too soon to say.

Okay. Separately, on the crowding out of strategic deals in the past few years, is there any merit to the theory that strategic deals will come back to the market more quickly in this M&A cycle relative to past cycles because they had been crowded out by financial sponsors over the past few years?

Well here is how I would answer that question. I think the composition of M&A, yes, will be tilted more to strategic deals as compared to financial investor-driven deal in 2009 as I believe it was in 2008, but that is different in saying the strategic deals will be at a high level by historical status. I do not know the answer to that. The mix will be as you say whether the total is at a high level, I do not know.

Your next question comes from the line of Devin Ryan- Sandler O'Neill & Partners, L.P. Devin Ryan- Sandler O'Neill & Partners, L.P.: How do you think about the tradeoff between opportunity to hire in this environment versus the additional drag on earnings in the near term, as these hires ramp up production and particularly just given what may continue to be a pretty challenging revenue environment just overall?

Well, we are setting this firm up so that in the 2010-2011period, but I will be conservative 2011, we have all time records across the Board. That is my goal as CEO. I believe we will achieve it. So we are going to continue to invest in our advisory business which is a great business. We are the leader in US. If you look at the cumulative totals, 2000 to the present just total M&A volume on who has done in what business; we have about a 1.5 X lead over the next largest firm. We have done about 40% to 50% more volume than the next largest boutique according to Thomson Financial. Evercore is by far the strongest boutique in the Unites States which is now getting around it. We have been the leader I should say in the last five of the last six years according Thomson Financial, the number one length firm. So the US advisory business and we believe we can replicate that over time in key global market outside the US is a great business. It requires no capital. It is extremely high margin and the barriers to entry which is some people look well are actually quite high. It is a fantastic business. It has always been a fantastic business. I am personally been in it now about 20 years. So we are going to keep investing in it and we are going to recruit further in 2009. Exactly how many partners we add is too soon to say, but we will be definitely continuing to recruit in 2009 and invest in this business because it is a great business and when we get to 2010- 2011, it is going to be going like gangbusters. Devin Ryan- Sandler O'Neill & Partners, L.P.: Okay and this question gets asked about every quarter but just, how should we think about compensation expense moving forward I guess in light of your comments and then just also if you have any thoughts on comments by the current administration to limit executive pay to some of your larger peers and if you think this would have any impact on your firm?

Let us take your second question first. No, I do not have any comments on the executive pay. My broader comment would be and this is not related to your question, of course the competitive landscape has changed dramatically in the past year and a half, year and two thirds. If you use or look at a little chart, beginning of 2007 the number of competitors for Evercore and then right now well, the numbers have gone down by 30% to 40%. We all know what happened. Lehman, Bear, Merrill, gone. The large banking firms becoming semi nationalized. Goldman Sachs and Morgan Stanley turned themselves into bank-holding companies with the attendant changes in their balance sheets and their earnings power and their ability to keep people and so forth. So the competitive landscape is much more favorable to us and to other firms like us. Now in comp, I like our comp ratio to be lower. It is too high when I take my hat off to other firms, which have done a better job than we have on comp. We are handicapped by the fact, that as I said, our investment management business is unprofitable now so the comp ratio in our mathematic business is something like 900% through all business but it really distorts the firm line comp and also Europe was unprofitable so we had a distorted comp ratio there. If you look at what our comp ratio would have been without the new partners we added in 2007-2008, it would have been around 53% in the advisory business and that is about right, a little too low or high but it is about right. But we are committed to getting it down and I certainly hope in 2009, our comp ratio will be better that it was in 2008 because 72% of the shares are held by Evercore. I am the largest employee-shareholder myself and our goal is to make it work for the shareholders. Devin Ryan- Sandler O'Neill & Partners, L.P.: That is helpful and then just finally here with restructuring activity clearly picking up significantly, it is obviously pretty tough from the outside to really get a sense of the traction that you are making or just how large of an opportunity it is just since a lot of the deals are not disclosed and you do not break them out from revenues. So is there any way can you at least give us some sense of what percentage of maybe the deals that you are working or now restructuring assignments or just anything else qualitative that could maybe help us think about this opportunity for you guys?

I am not going to break that down. That is a slippery slope. You get into a lot of troubles doing that. We will just say A, we had a record year in 2009; B, I am actually sure based on our backlog we had a record year in 2008. I am sure based on our backlog we will have a record year in 2009. Some of the assignments we have worked on I mentioned, like General Motors, LyondellBasell, Sirius XM, CIT, [Prilogy], [Howers], these are big ones. It is classic Evercore, very large one and I think as I have said, we have moved into the top five in that business. I cannot be sure. It is difficult to measure if you use just that and our large goal is to get into the top three. That is also a great business. We have a terrific team of people there. We now have four partners there, about 22 professionals I think as a whole and we are going to be adding more of them, our group will expand in 2009 and we will, this is just a very good business. It is a boutique-only business as I think you know. Large firms do not compete in it. The leaders in this business, I think in order of market share, are Lazard, Blackstone, Rothschild, Miller Buckfire and Evercore and so it is just boutiques and we like the business a great deal. We have a great team of people and we are investing in them and supporting them.

(Operator's instruction) Your next question comes from the line of Joel Jeffrey- KBW.

Just a quick question, most of my questions had been answered already but in terms of expansion of the M&A area, are there any particular new verticals that you guys are looking at?

Yes, there are. We would like to expand our capacity in the financial institutions banking. We would like to expand our capacity in oil and gas. We would like to expand our capacity in transportation. I named three and we are looking at trying to execute on those in 2009. There are other two but I will use those as example.

Okay and then just going back to what your comments before that you had advised Swiss Re on the Berkshire deal, were you the only advisor to Swiss Re on that?

Yes.

Your next question comes from the line of Roger Freeman - Barclays Capital.

I guess just to come back to sort of comp and related questions, I think you might have given a number that I missed like maybe an adjusted comp to revenue ratio and advisory excluding people hired, your comp that have not brought revenues then like from the recent hires. I am just trying to get a sense for what the overhead essentially you are carrying for the people you obviously expected to generate revenue going forward?

Well the number I used was this and we look at this about a thousand different ways because I do not like our comp ratio. If you take out the partners we add in 2007 and 2008, our comp ratio in the advisory side even including London and the problem we have there in 2008 would have been 53%. Now, let me hastily say that is not entirely a fair way to look at it because we have always had, if you add partners in one year, it is hard to give another reason why they cannot show up to about midyear. They cannot really close deals or it is very hard too in that one year so typically you have the cost in year one and the revenue ramp up to be on that. Of course for the 2007 class, Roger, as you well know, they came, they joined the firm and in effect just as the greatest hurricane in finance since the 30s broke upon us. It is always pretty hard to perform in 2008 so that is the way I look at it, it is one way to look at it but you could easily say the main way affecting is always that that you may want to put aside the cost of the first year but then they should be added in. We could debate that. I can see that there is a fair and possible critique but that is what I said.

Okay, but that 53%, I thought in the release that was adjusted for stock comp, right?

That is right.

But essentially most of that stock comp would have gone to new focus you brought on. Is that the way to think about that?

Yes.

Okay. Alright, of the six…

I mean roughly you can see that our comp expense as a whole, I mean in absolute dollars went down quite a bit as of course it does in a business like this.

No, as you would expect, I was just getting at it because I think at least in the fourth quarter, it was 76% in the advisory business and I figure that some of this was going on. Let me, of the six senior hires last year, how many actually have guarantees for 2009? Are you seeing maybe in the structuring guarantees for forward years?

Well I do not have as to what level of detail but I would say to you this, our policy can never be perfect on this is that we do not give guarantees all in one year. Of course, it is not true that we have never done it but our policy right now and our policy in 2008 is that we make every efforts to avoid that so as we are recruiting right now and we have a lot going on because it is the greatest recruiting opportunity of all times, I mean that, we are not talking to people about the guarantees extending beyond one year.

Right. Yes, because I am just trying to figure out the leveraging because on one hand like you said this is a fantastic opportunity and a lot of folks in the larger firms are either losing jobs or looking to get out from things they cannot control. On the other hand, I would just imagine your peers and you are probably competing for some of the same folks so I am just wondering what that, it feels like there might be a small job, actual competitive job market in this part of the industry. Is that fair to say?

No, I do not think so, Roger. It is a good question but I am sure that Greenhill and Centerview and Moelis will all say this Lazard, we are getting just flooded with inquiries from extraordinarily senior and high quality people. I mean to say there is brain drain going on from the large firms just to understate it but let me come back to your question because I like to give a little better answer. Of all the partners we hired in 2007 and 2008, there is only one that has the guarantee for 2009 but if you give someone some equity, as you know that amortizes over the vesting period. So, in terms of the guarantee meaning cash, there is only one we could guarantee for 2009 of the class of 2008 and none of the class is 2007.

Got it. That is helpful.

When you look at the total comp which includes stock base comp, there is that amortization.

Right, okay. Maybe shifting gears a little bit, in terms of the mix, restructuring versus advisory, I know you do not want to talk about the backlog but maybe from a staffing perspective because I know there were some shifts you were doing on the lower levels, in your advisory business maybe can you say what percentage of the employees are in the focus on restructuring now versus a year ago?

Well a rough number, Roger, this is really not science because I have not, I do not have the numbers in front of me and just I think 20% and rising.

Got it, okay and I guess maybe one big picture question, so as you think about going forward for M&A, I think because there was one on the capital market like high graded, just had a very strong month in January seems to me some incremental activity on the equity front, do you think that from a financing perspective, is the picture looking a little better maybe for the best companies that are higher to your names that you would typically advice?

I would say a little tiny bit better. I mean you see that Pfizer got $22.5 billion of bank commitments for one hospital and we are not involved in this deal, Roche had a very substantial financing package work and the [Ntech] deal and of course in about the same one in AB. It is somewhat better but it is like on the scale of one to twenty with an improvement of 1.5.

I mean it is fair to say that the financing constraints are probably the biggest inhibitors still versus just the issue of low stock prices and sellers in not wanting to sell out of these levels. Where do you think that balance is right now?

No, I think it is about very, very roughly 50/50. I mean look at those, look at the market. I mean the markets of clothing, it is low right?

Right.

I mean clothing with the cyclical up so the only sellers that are motivated are sellers that have to sell or and I believe you will see more of this or those that are faced, of course, with hostiles because I think there will be more hostiles to absolutely commit to that.

Which industry do you think have the most potential for activity later this year?

I think for 2009, you are going to continue to see a great deal of activity in Fig. I think there will continue to be pretty considerable activity in energy and all that are in energy and power. Those two strike me up on the top of my head as likely to be active.

Thank you. There appears to be no further questions at this time. I would like to turn the floor back to Roger Altman for any closing comments.

Thank you all for joining us this morning. We appreciate it. We will talk to you all soon.

Thank you. This concludes today's Evercore Partners full year and fourth quarter 2008 financial results conference call. You may all disconnect.