Restricted Stock Award Agreement

Exhibit 10.28(b)


ATALANTA/SOSNOFF CAPITAL CORPORATION
1996 LONG TERM INCENTIVE PLAN
RESTRICTED STOCK AWARD AGREEMENT


AWARD AGREEMENT made as of this 17th day of September 1997 by and between Atalanta/Sosnoff Capital Corporation, a Delaware corporation (the "Corporation"), and Anthony G. Miller, Executive Vice President of the Corporation (the "Participant").


RECITALS


WHEREAS, the Compensation and Stock Option Committee (the "Committee') of the Board of Directors on September 17, 1997, granted to the Participant a Restricted Stock Award (the "Award") of 175,000 shares (the "Restricted Shares") of Common Stock, par value $0.01 per share, of the Corporation under the terms and conditions of the Corporation's 1996 Long Term Incentive Plan (the "Plan") and


WHEREAS, the Committee instructed the Corporation to embody the Restricted Stock Award in an Award Agreement containing the terms and conditions determined by the Committee consistent with the Plan and such other terms not inconsistent therewith as determined by the Chairman of the Board of the Corporation.


NOW THEREFORE, this Agreement


WITNESSETH:


Section 1. Acceptance of the Award, Payment of Purchase Price.


The Participant hereby accepts the Award and agrees to be bound in all respects by this Agreement and the Plan. In payment for the Award the Participant hereby tenders payment in the amount of $1,750 in full payment of the purchase price for the Award, the receipt whereof is hereby acknowledged by the Corporation.


Section 2. Definitions


All terms not otherwise defined herein shall have the meanings ascribed to them in the Plan. The following terms shall have the meanings set forth herein for purposes of this Agreement:


A. "Award" shall mean the Award of Restricted Stock granted by the
Committee under the provisions of this Agreement.


B. "Cause" shall mean, in the context of termination of the employment of
the Participant, any person for any of the following events or
conditions as determined by the Board of Directors of the Corporation:
(i) such person's failure to perform, or negligence in the performance
of, his duties and responsibilities to the Corporation as a director
or officer or employee (other than by reason of death or disability),
(ii) fraud, embezzlement, the commission of a felony or other material
dishonesty with respect to the Corporation or any of its affiliates,
(iii) in the written opinion of counsel to


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the Corporation, the Participant's conduct shall require that the
Corporation answer "yes" to any of the "Disciplinary Questions" set
forth in Part I, Question 11 of Form ADV promulgated under the
Investment Advisers Act of 1940, as currently in effect or as
hereafter amended, and (iv) other conduct that is materially harmful
to the business, interests or reputation of the Corporation.


C. "Disability" shall mean with respect to the Participant the failure to
perform his duties as an employee of the Corporation or any subsidiary
or affiliate by reason of physical or emotional illness for a
consecutive period of six months or a non-consecutive period totalling
six months in any twelve month period. A Disability determination
shall be made by the Board of Directors of the Corporation on the
basis of competent medical advice from a physician or physicians
consulted by the Board.


D. "Change in Control" shall mean a Change in Control of a nature that
would be required to be reported in response to item I of a Current
Report on Form 8-K, as in effect on the date hereof, pursuant to
Section 13 or 15(d) of the Exchange Act; provided that, without
limitation, such a Change in Control shall be deemed to have occurred
at such time as (a) any person (as such term is used in Sections 13(d)
and 14(d) of the Exchange Act) is or becomes the "beneficial owner"
(as defined in Rule 13D-3 under the Exchange Act), directly or
indirectly, of securities of the Corporation representing twenty-five
(25%) percent or more of the


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combined voting power of the Corporation's outstanding securities
ordinarily having the right to vote at elections of directors other
than any such person that is an affiliate (as such term is defined in
Rule 12b-2 under the Exchange Act) on the effective date of the Award;
or (b) individuals who constitute the Board of Directors of the
Corporation on the date hereof (the "Incumbent Board") cease for any
reason to constitute at least one half of the members thereof,
provided that any person becoming a director subsequent to the date
hereof whose election or nomination for election by the Corporation's
stockholders was approved by a vote of a majority of the directors
comprising the Incumbent Board, shall be, for purposes of this clause
(b), considered as though he were a member of the Incumbent Board; or
(c) a sale by the Corporation of all or substantially all of its
assets or the liquidation of the Corporation. Notwithstanding anything
in the foregoing to the contrary, no Change in Control shall be deemed
to have occurred for purposes of this Agreement by virtue of any
transaction which results in the ownership by the Participant, or by a
group of persons, including the holders of a majority of the
outstanding Common Stock of the Corporation, directly or indirectly,
of a majority of the voting securities of any corporation which
acquires all or substantially all of the assets of the Corporation,
whether by way of merger, consolidation, sale of such assets or
otherwise.


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E. "Effective Date" shall mean with respect to any Award, the date on which the Award is approved by the Committee.


F. "Involuntary Termination" shall mean termination of the Participant's


employment by reason of a Change in Control, death, Disability, termination without cause or the death of Martin T. Sosnoff.


G. "Voluntary Termination" shall mean the termination of the Participant's employment by reason of resignation or termination for Cause.


3. Rights as a Shareholder


3.1 Upon the Award of Restricted Stock to a Participant and from and after the date of issuance of certificate(s) representing such Restricted Stock, such Participant shall, subject to the restrictions set forth in Sections 3.2, 4 and 8 hereof (or in any promissory note and/or pledge agreement entered into pursuant to this Agreement) have all of the rights of a shareholder with respect to such Restricted Stock, including but not limited to: (a) the right to vote the Restricted Shares and the right; (b) to receive all dividends paid thereon, if any; and (c) subject to Section 3.2 hereof, to sell, transfer or otherwise dispose of such Restricted Stock.


3.2 Subject to Sections 3.2(c), 4 and 8 hereof:


(a) If at any time on or after the Effective Date of this Award the
Participant, shall wish to transfer or otherwise dispose of (other than in
a transaction contemplated under Section 3.2(c) hereof) all or any portion
of such Participant's


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shares of Restricted Stock as to which the Corporation's right of
repurchase shall have lapsed pursuant to Sections 4 and 5 hereof, he shall
deliver written notice (the "Offer Notice") to the Corporation stating his
wish to make such transfer and the number of Restricted Shares he wish ...