FORM OF TAX INDEMNIFICATION AGREEMENT

Exhibit 10.2



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Tax Indemnification Agreement



THIS TAX INDEMNIFICATION AGREEMENT (the "Tax Indemnification Agreement"), dated as of February ___, 1999, is made by and among Gabelli Asset Management Inc. (formerly known as Alpha G, Inc., a New York corporation) (the "Company"), and Gabelli Group Capital Partners, Inc. (formerly known as Gabelli Funds, Inc., a New York corporation) ("Gabelli Partners").



WHEREAS, the Company intends to offer to the public in an underwritten offering up to 6,900,000 shares of its Class A Common Stock, par value $.001 per share (the "Class A Common Stock") (the "Offering");



WHEREAS, immediately prior to the closing of the Offering, the Company will issue approximately 24 million shares of its Class B Common Stock, par value $.001 per share (the "Class B Common Stock") to Gabelli Partners in exchange for substantially all of the operating assets and liabilities of Gabelli Partners;



WHEREAS, the Company and Gabelli Partners intend that this Tax Indemnification Agreement shall govern the proper allocation among the Company and Gabelli Partners of Taxes incurred in or attributable to taxable periods prior to the Closing Date and shall govern certain other Tax matters.



NOW, THEREFORE, in consideration of the premises and of the agreements herein set forth, the Company and Gabelli Partners hereby agree as follows:



1. Certain Defined Terms



For purposes of the provisions set forth below:



(a) "IRS" shall mean the Internal Revenue Service.



(b) "Closing" shall mean the consummation of the Offering.



(c) "Closing Date" shall mean the date on which the Closing occurs.

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(d) "Entities" shall mean GAMCO Investors, Inc., Gabelli Funds, LLC (formerly known as the Gabelli Funds Division), Gabelli Fixed Income, Inc., Darien Associates, LLC, Gabelli Fixed Income Distributors, Inc., and Gabelli Securities, Inc. and each of their direct and indirect subsidiaries.



(e) "Excluded Assets" shall mean assets of the Entities which are not part of the contribution to the Company.



(f) "Pre-Offering Structuring Transactions" shall mean the formation of the Company and the contribution of operating assets (other than the Excluded Assets) and liabilities of Gabelli Partners to the Company in exchange for approximately 24 million shares of Class B Common Stock.



(g) "Tax" or "Taxes" shall mean any and all taxes, charges, fees, levies, or other assessments, including, without limitation, income, gross receipts, excise, real or personal property, sales, franchise, withholding, social security, occupation, use, service, license, payroll, transfer and recording taxes, imposed by the IRS or any Taxing Authority; and such term shall include interest whether paid or received, fines, penalties or additional amounts attributable to, or imposed upon, or with respect to, any such taxes, charges, fees, levies or other assessments.



(h) "Taxing Authority" shall mean any entity that imposes Taxes, whether domestic or foreign, and whether imposed by a nation, locality, municipality, government, state, federation or other body.



(i) "Tax Controversy" shall have the meaning as defined in Section 5 of the Tax Indemnification Agreement.



(j) "Tax Indemnified Party or Parties" shall mean Gabelli Partners and its shareholders.



(k) "Tax Indemnifying Party" shall mean the Company.



(l) "Tax Returns" shall mean all reports, estimates, declarations of estimated tax, information statements, returns or other documents required to be filed in connection with any Taxes, including but not limited to original (or amended) returns and filings, requests for extensions of time, requests for a change in method







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of accounting, information statements and reports, claims for refund, amended returns and all documents required to be filed in connection with any Tax Controversy.



2. Tax Indemnification



(a) The Company shall indemnify the Tax Indemnified Parties and hold them harmless from, against and in respect of any and all Taxes that arise from the inclusion in a Tax Return of any items of income, gain, loss, deduction or credit:



(i) resulting from the operating activities of the Entities (other than those activities attributable to the Excluded Assets) for all taxable periods ending on or before the Closing, the Taxes on which have not been otherwise paid by the Tax Indemnified Parties as of the Closing Date;



(ii) relating to the Pre-Offering Structuring Transactions;



(iii) relating to the Entities for all taxable periods ending after the Closing Date, except to the extent such items relate to the [non-operating activities] of the Entities or to the Excluded Assets for taxable periods which began before the Closing Date; and



(b) The amount of indemnification pursuant to this Section 2 shall equal the sum of:



(i) the amount of the excess of:



(X) the Tax liability of the Tax Indemnified Party calculated by including any items of income gain, loss deduction or credit of the Tax Indemnified Party described in Section 2(a)(i), (ii) or (iii), over,



(Y) the Tax liability of the Tax Indemnified Party calculated without the inclusion of such items; plus







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(ii) an amount sufficient such that the amount payable pursuant to this Section 2 net of any Taxes (calculated in accordance with the ...