Unassociated Document

As previously disclosed in the Proxy Statement, dated October 29, 2007, of Epoch Holding Corporation (the “Company”), David R. Markin, a director of the Company, retired from the Company’s Board of the Directors (the “Board”) effective as of the date of the Company’s Annual Meeting on November 29, 2007. There were no disputes or disagreements between the Company and Mr. Markin in connection with Mr. Markin’s retirement. As previously disclosed in the Proxy Statement, the Board has not nominated a replacement for Mr. Markin and, at such time as the Board deems appropriate, the Board may reduce the size of the Board, designate a substitute or leave the vacancy unfilled. In consideration of Mr. Markin’s long and distinguished tenure as a director on the Company’s Board, the Board accelerated the vesting of Mr. Markin’s stock option and restricted awards as of the date of his retirement.

Term:	Three (3) years with automatic one (1) year renewals thereafter. Each of the Company and Mr. Priest shall have the option not to renew the term of the Employment Agreement within forty-five (45) days of the end of the term or renewal term as then in effect.

Base Salary:	$350,000 per annum.

Bonus:	Mr. Priest shall be entitled to receive cash and equity bonus compensation in accordance with the Company’s bonus and incentive compensation plans then in effect.

Severance Payments:	In the event of a termination by the Company with cause (as defined in the Employment Agreement), Mr. Priest would be entitled to receive any unpaid base salary, any accrued but unused vacation pay and any unpaid bonus, in each case through the date of termination.

	In the event of a termination by the Company without cause or by Mr. Priest for good reason (each as defined in the Employment Agreement), Mr. Priest would be entitled to receive (i) any accrued benefits and unpaid bonus, (ii) a lump sum payment equal to one (1) times Mr. Priest’s annual base salary plus one (1) times his average bonus; and (iii) the pro rata annual bonus incentive based upon the twelve (12) month results and performance of the Company through and including the fiscal quarter in which Mr. Priest was terminated.

	In the event of a voluntary resignation or the death or disability (as defined in the Employment Agreement) of Mr. Priest, Mr. Priest (or his estate, as the case may be) would be entitled to receive (i) any accrued benefits and unpaid bonus, (ii) a lump sum payment equal to the remaining base salary through the end of the fiscal year of termination; and (iii) the pro rata annual bonus incentive based upon the twelve (12) month results and performance of the Company through and including the fiscal quarter in which Mr. Priest was terminated.

	In the event of a termination by the Company without cause or by Mr. Priest for good reason, in each case upon a change of control (each as defined in the Employment Agreement), Mr. Priest would be entitled to receive (i) any accrued benefits and unpaid bonus, (ii) a lump sum payment equal to two (2) times Mr. Priest’s annual base salary plus two (2) times his average bonus; and (iii) the pro rata annual bonus incentive based upon the twelve (12) month results and performance of the Company through and including the fiscal quarter in which Mr. Priest was terminated.

Restrictive Covenants:

In addition to the restrictive covenants set forth in the Stockholders Agreement dated June 2, 2004, Mr. Priest has agreed not to compete or solicit (each as defined in the Employment Agreement) during the term or renewal term then in effect. In addition, such non-competition and non-solicitation periods set forth in the Employment Agreement shall be extended for an additional one (1) year period after termination of Mr. Priest by the Company for cause or termination by Mr. Priest without good reason.

On November 28, 2007, the Company’s Board approved amendments of the Company's Bylaws to clarify the authority to issue uncertificated shares of the Company's stock and the procedures relating to the transfer of shares of the Company's common stock. The ability to issue uncertificated shares allows the Company's securities to be eligible for a direct registration system ("DRS") as required by the Nasdaq Stock Market. The DRS will allow the Company's stockholders to register shares of the Company's common stock in their names without the issuance of physical certificates and will give the Company's stockholders the ability to electronically transfer shares to brokers.

Delaware	1-9728	20-1938886
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

640 Fifth Avenue, 18th Floor, New York, NY		10019
Address of principal executive offices		Zip Code

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


	EPOCH HOLDING CORPORATION

	By:	/s/ Adam Borak
		Name: Adam Borak
		Title: Chief Financial Officer

Date: December 3, 2007