Common use of Executive and Other Committees Clause in Contracts

Executive and Other Committees. The Lazard Board may, by resolution adopted by a majority of the Lazard Board then in office, designate an Executive Committee to exercise, subject to applicable provisions of law, all the powers of the Lazard Board in the management of the business and affairs of the Company when the Lazard Board is not in session, including without limitation the power to make distributions, to authorize the issuance of Interests if and to the extent permitted by this Agreement and to approve mergers of the Company, and may, by resolution similarly adopted, designate one or more other committees. The Executive Committee and each such other committee shall consist of two or more Directors of the Company. The Lazard Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, other than the Executive Committee (the powers of which are expressly provided for herein), may to the extent permitted by law exercise such powers and shall have such responsibilities as shall be specified in the designating resolution. In the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the Lazard Board to act at the meeting in the place of any such absent or disqualified member. Each committee shall keep written minutes of its proceedings and shall report such proceedings to the Lazard Board when required. A majority of any committee may determine its action and fix the time and place of its meetings, unless the Lazard Board shall otherwise provide. Notice of such meetings shall be given to each member of the committee in the manner provided for in Section 3.02(d). The Lazard Board shall have power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee. Nothing herein shall be deemed to prevent the Lazard Board from appointing one or more committees consisting in whole or in part of persons who are not Directors of the Company; provided, however, that no such committee shall have or may exercise any authority of the Lazard Board. Notwithstanding anything herein to the contrary, no committee (including the Executive Committee) shall have the power or authority (i) to remove, or to request the resignation or retirement of, the Chairman of the Board or the Chief Executive Officer from such office or (ii) to revoke, reduce or limit the powers or authorities delegated or otherwise granted to the Chairman of the Board or the Chief Executive Officer, which actions may only be taken by the Lazard Board in accordance with this Section 3.02.

Executive and Other Committees. (a) The Lazard Board may, by resolution adopted by a majority board of the Lazard Board then in office, designate an Executive Committee to exercise, subject to applicable provisions of law, all the powers of the Lazard Board in the management of the business and affairs of the Company when the Lazard Board is not in session, including without limitation the power to make distributions, to authorize the issuance of Interests if and to the extent permitted by this Agreement and to approve mergers of the Company, and may, by resolution similarly adopted, designate one or more other committees. The Executive Committee and each such other committee shall consist of two or more Directors of the Company. The Lazard Board directors may designate one or more Directors committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, other than the Executive Committee (the powers of which are expressly provided for herein), may to the extent permitted by law exercise such powers and shall have such responsibilities as shall be specified in the designating resolution. In the absence or disqualification of any a member of such committee or committeesa committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not constituting such member or members constitute a quorum, may unanimously appoint another member of the Lazard Board board of directors to act at the meeting in the place of any such absent or disqualified member. Each committee shall keep written minutes of its proceedings and shall report Any such proceedings committee, to the Lazard Board when required. A majority of any committee may determine its action and fix extent provided in the time and place of its meetings, unless the Lazard Board shall otherwise provide. Notice of such meetings shall be given to each member resolution of the committee board of directors, shall have and may exercise all the powers and authority of the board of directors in the manner provided for in Section 3.02(d). The Lazard Board shall have power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee. Nothing herein shall be deemed to prevent the Lazard Board from appointing one or more committees consisting in whole or in part of persons who are not Directors management of the Companybusiness and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; provided, however, that but no such committee shall have or may exercise any authority of the Lazard Board. Notwithstanding anything herein to the contrary, no committee (including the Executive Committee) shall have the power or authority in reference to the following matters: (ia) to removeapproving or adopting, or recommending to request the resignation stockholders, any action or retirement ofmatter expressly required by the Delaware General Corporation Law to be submitted to stockholders for approval or (b) adopting, amending or repealing any bylaw of the corporation. The delegation of authority to any committee shall not operate to relieve the board of directors or any member of the board from any responsibility imposed by law. Subject to the foregoing, the Chairman board of directors may provide such powers, limitations and procedures for such committees as the board deems advisable. To the extent the board of directors does not establish other procedures, each committee shall be governed by the procedures set forth in Sections 3.04 (except as they relate to an annual meeting), 3.05 through 3.09 and 7.01 and 7.02 as if the committee were the board of directors. Each committee shall keep regular minutes of its meetings, which shall be reported to the board of directors when required and submitted to the secretary of the Board or corporation for inclusion in the Chief Executive Officer from such office or (ii) to revoke, reduce or limit the powers or authorities delegated or otherwise granted to the Chairman of the Board or the Chief Executive Officer, which actions may only be taken by the Lazard Board in accordance with this Section 3.02corporate records.

Executive and Other Committees. The Lazard Board may, by resolution adopted by a majority board of the Lazard Board then in office, designate an Executive Committee to exercise, subject to applicable provisions of law, all the powers of the Lazard Board in the management of the business and affairs of the Company when the Lazard Board is not in session, including without limitation the power to make distributions, to authorize the issuance of Interests if and to the extent permitted by this Agreement and to approve mergers of the Company, and may, by resolution similarly adopted, designate one or more other committees. The Executive Committee and each such other committee shall consist of two or more Directors of the Company. The Lazard Board directors may designate one or more Directors committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, other than the Executive Committee (the powers of which are expressly provided for herein), may to the extent permitted by law exercise such powers and shall have such responsibilities as shall be specified in the designating resolution. In the absence or disqualification of any a member of such committee or committeesa committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not constituting such member or members constitute a quorum, may unanimously appoint another member of the Lazard Board board of directors to act at the meeting in the place of any such absent or disqualified member. Each committee shall keep written minutes of its proceedings and shall report Any such proceedings committee, to the Lazard Board when required. A majority of any committee may determine its action and fix extent provided in the time and place of its meetings, unless the Lazard Board shall otherwise provide. Notice of such meetings shall be given to each member resolution of the committee board of directors, shall have and may exercise all the powers and authority of the board of directors in the manner provided for in Section 3.02(d). The Lazard Board shall have power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee. Nothing herein shall be deemed to prevent the Lazard Board from appointing one or more committees consisting in whole or in part of persons who are not Directors management of the Companybusiness and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; provided, however, that but no such committee shall have or may exercise any authority of the Lazard Board. Notwithstanding anything herein to the contrary, no committee (including the Executive Committee) shall have the power or authority in reference to the following matters: (ia) to removeapproving or adopting, or recommending to request the resignation stockholders, any action or retirement ofmatter expressly required by the Delaware General Corporation Law to be submitted to stockholders for approval or (b) adopting, amending or repealing any bylaw of the corporation. The delegation of authority to any committee shall not operate to relieve the board of directors or any member of the board from any responsibility imposed by law. Subject to the foregoing, the Chairman board of directors may provide such powers, limitations and procedures for such committees as the board deems advisable. To the extent the board of directors does not establish other procedures, each committee shall be governed by the procedures set forth in Sections 3.04 (except as they relate to an annual meeting), 3.05 through 3.09 and 7.01 and 7.02 as if the committee were the board of directors. Each committee shall keep regular minutes of its meetings, which shall be reported to the board of directors when required and submitted to the secretary of the Board or corporation for inclusion in the Chief Executive Officer from such office or (ii) to revoke, reduce or limit the powers or authorities delegated or otherwise granted to the Chairman of the Board or the Chief Executive Officer, which actions may only be taken by the Lazard Board in accordance with this Section 3.02corporate records.

Executive and Other Committees. The Lazard Board may, by resolution adopted by a majority of the Lazard Board then in office, designate an Executive Committee to exercise, subject to applicable provisions of law, all the powers of the Lazard Board in the management of the business and affairs of the Company when the Lazard Board is not in session, including without limitation the power to make distributions, to authorize the issuance of Interests if and to the extent permitted by this Agreement and to approve mergers of the Company, and may, by resolution similarly adopted, designate one or more other committees. The Executive Committee and each such other committee shall consist of two or more Directors of the Company. The Lazard Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, other than the Executive Committee (the powers of which are expressly provided for herein), may to the extent permitted by law exercise such powers and shall have such responsibilities as shall be specified in the designating resolution. In the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the Lazard Board to act at the meeting in the place of any such absent or disqualified member. Each committee shall keep written minutes of its proceedings and shall report such proceedings to the Lazard Board when required. A majority of any committee may determine its action and fix the time and place of its meetings, unless the Lazard Board shall otherwise provide. Notice of such meetings shall be given to each member of the committee in the manner provided for in Section 3.02(d). The Lazard Board shall have power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee. Nothing herein shall be deemed to prevent the Lazard Board from appointing one or more committees consisting in whole or in part of persons who are not Directors of the Company; provided, however, that no such committee shall have or may exercise any authority of the Lazard Board. Notwithstanding anything herein to the contrary, no committee (including the Executive Committee) shall have the power or authority (i) to remove, or to request the resignation or retirement of, the Chairman of the Board or the Chief Executive Officer from such office or (ii) to revoke, reduce or limit the powers or authorities delegated or otherwise granted to the Chairman of the Board or the Chief Executive Officer, which actions may only be taken by the Lazard Board in accordance with this Section 3.02.

Executive and Other Committees. The Lazard Board may, by resolution adopted by a majority of the Lazard Board then in office, designate an Executive Committee to exercise, subject to applicable provisions of law, all the powers of the Lazard Board in the management of the business and affairs of the Company when the Lazard Board is not in session, including without limitation the power to make distributions, to authorize the issuance of Interests if and to the extent permitted by this Agreement and to approve mergers of the Company, and may, by resolution similarly adopted, designate one or more other committees. The Executive Committee and each such other committee shall consist of two or more Directors of the Company. The Lazard Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, other than the Executive Committee (the powers of which are expressly provided for herein), may to the extent permitted by law exercise such powers and shall have such [[6065250]] responsibilities as shall be specified in the designating resolution. In the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the Lazard Board to act at the meeting in the place of any such absent or disqualified member. Each committee shall keep written minutes of its proceedings and shall report such proceedings to the Lazard Board when required. A majority of any committee may determine its action and fix the time and place of its meetings, unless the Lazard Board shall otherwise provide. Notice of such meetings shall be given to each member of the committee in the manner provided for in Section 3.02(d). The Lazard Board shall have power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee. Nothing herein shall be deemed to prevent the Lazard Board from appointing one or more committees consisting in whole or in part of persons who are not Directors of the Company; provided, however, that that, except as set forth in the following sentence, no such committee shall have or may exercise any authority of the Lazard Board. Notwithstanding anything Except as specifically set forth herein regarding the Managing Members, with respect to any and all matters hereunder relating to the contraryPIPR Interests, no committee (including the Executive Committee) shall have determinations, allocations, valuations and other matters contemplated by Section 5.05 and all determinations pursuant to any PIPR Agreement, any provision hereunder requiring the power act or authority (i) to remove, or to request the resignation or retirement of, the Chairman approval of the Lazard Board shall be deemed satisfied (with respect to such act or the Chief Executive Officer from such office or (ii) to revoke, reduce or limit the powers or authorities delegated or otherwise granted to the Chairman approval of the Board Lazard Board) if the act or the Chief Executive Officer, which actions may only be approval is taken or approved by the Lazard Board in accordance with this Section 3.02or by the Compensation Committee.

Executive and Other Committees. The Lazard Board mayof Directors, by resolution or resolutions adopted by a majority of the Lazard full Board then in officeof Directors, may designate one or more members of the Board of Directors to constitute an Executive Committee Committee, and one or more other committees, which shall in each case be comprised of such number of directors as the Board of Directors may determine from time to exercise, subject to time. Unless precluded by applicable provisions of law, all the powers law or rule of the Lazard New York Stock Exchange, each committee of the Board of Directors, other than any nomination committee with respect to Class A Directors (as such term is defined in the Company's Restated Certificate of Incorporation), shall include at least one Class B Director at all times, unless a majority of Class B Directors consents to a committee not having any Class B Directors. Subject to such restrictions as may be contained in the Company's Restated Certificate of Incorporation or that may be imposed by the DGCL, any such committee shall have and may exercise such powers and authority of the Board of Directors in the management of the business and affairs of the Company when as the Lazard Board is not of Directors may determine by resolution and specify in sessionthe respective resolutions appointing them, including without limitation the power to make distributions, to and may authorize the issuance of Interests if and to the extent permitted by this Agreement and to approve mergers seal of the Company, and may, by resolution similarly adopted, designate one or more other committees. The Executive Committee and each such other committee shall consist of two or more Directors of the Company. The Lazard Board Company to be affixed to all papers which may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, other than the Executive Committee (the powers of which are expressly provided for herein), may to the extent permitted by law exercise such powers and shall have such responsibilities as shall be specified in the designating resolution. In the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the Lazard Board to act at the meeting in the place of any such absent or disqualified member. Each committee shall keep written minutes of its proceedings and shall report such proceedings to the Lazard Board when required. A majority of any committee may determine its action and fix the time and place of its meetings, unless the Lazard Board shall otherwise provide. Notice of such meetings shall be given to each member of the committee in the manner provided for in Section 3.02(d). The Lazard Board shall have power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee. Nothing herein shall be deemed to prevent the Lazard Board from appointing one or more committees consisting in whole or in part of persons who are not Directors of the Companyrequire it; provided, however, that but no such committee shall have or may exercise any authority of the Lazard Board. Notwithstanding anything herein to the contrary, no committee (including the Executive Committee) shall have the power or authority in reference to the following matters: (ia) to removeapproving or adopting, or recommending to request the resignation stockholders of the Company, any action or retirement ofmatter expressly required by the DGCL to be submitted to the stockholders for approval, (b) adopting, amending or repealing any Bylaw of the Chairman Company, or (c) actions set forth in Section 7(b) of this Article III. Each duly authorized action taken with respect to a given matter by any such duly appointed committee of the Board or of Directors shall have the Chief Executive Officer from such office or (ii) to revoke, reduce or limit same force and effect as the powers or authorities delegated or otherwise granted to the Chairman action of the full Board or of Directors and shall constitute for all purposes the Chief Executive Officer, which actions action of the full Board of Directors with respect to such matter. The Board of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it. A majority of the members of any such committee shall constitute a quorum. The Board of Directors shall name a chairman at the time it designates members to a committee. Each such committee shall appoint such subcommittees and assistants as it may only be taken deem necessary. Except as otherwise provided by the Lazard Board of Directors, meetings of any committee shall be conducted in accordance with the provisions of Sections 4 and 6 of this Section 3.02Article III as the same shall from time to time be amended. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rights.

Executive and Other Committees. The Lazard Finance Board may, by resolution adopted by a majority of the Lazard Board Directors then in office, designate an executive committee (an “Executive Committee Committee”) to exercise, subject to applicable provisions of law, all the powers of the Lazard Finance Board in the management of the business and affairs of the Company when the Lazard Finance Board is not in session, including without limitation the power to make distributions, to authorize the issuance of Interests if and to the extent permitted by this Agreement and to approve mergers of the Company, and may, by resolution similarly adopted, designate one or more other committees; provided, that any action that shall require the unanimous approval of the Directors pursuant to Section 13(f) may not be taken by the Executive Committee. The Executive Committee and each such other committee shall consist of two or more Directors of the Company. The Lazard Finance Board may designate one or more Directors directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, other than the Executive Committee (the powers of which are expressly provided for herein), may to the extent permitted by law exercise such powers and shall have such responsibilities as shall be specified in the designating resolution. In the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the Lazard Finance Board to act at the meeting in the place of any such absent or disqualified member. Each committee shall keep written minutes of its proceedings and shall report such proceedings to the Lazard Finance Board when required. A majority of any committee may determine its action and fix the time and place of its meetings, unless the Lazard Finance Board shall otherwise provide. Notice of such meetings shall be given to each member of the committee in the manner provided for in Section 3.02(d13(d). The Lazard Finance Board shall have power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee. Nothing herein shall be deemed to prevent the Lazard Finance Board from appointing one or more committees consisting in whole or in part of persons who are not Directors of the Company; provided, however, that no such committee shall have or may exercise any authority of the Lazard Finance Board. Notwithstanding anything herein to the contrary, no committee (including the Executive Committee) shall have the power or authority (i) to remove, or to request the resignation or retirement of, the Chairman of the Board or the Chief Executive Officer from such office or (ii) to revoke, reduce or limit the powers or authorities delegated or otherwise granted to the Chairman of the Board or the Chief Executive Officer, which actions may only be taken by the Lazard Board in accordance with this Section 3.02.

Executive and Other Committees. The Lazard Board may, by resolution adopted passed by a majority of the Lazard Board then in office, designate an Executive Committee to exercise, subject to applicable provisions of law, all the powers of the Lazard Board in the management of the business and affairs of the Company when the Lazard Board is not in session, including without limitation the power to make distributions, to authorize the issuance of Interests if and to the extent permitted by this Agreement and to approve mergers of the Company, and may, by resolution similarly adoptedBoard, designate one or more other committees, each committee to consist of one or more of the directors of the Corporation. The Executive Committee and each such other committee shall consist of two or more Directors of the Company. The Lazard Board may designate one or more Directors directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee; provided, other than the Executive Committee (the powers of which are expressly provided for herein)however, may to the extent permitted by law exercise such powers and shall have such responsibilities as shall be specified that in the designating resolution. In the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not constituting he, she or they constitute a quorum, may unanimously appoint another member of the Lazard Board to act at the meeting in the place of any such absent or disqualified member. Any member of any committee, or any alternate or substitute member of any committee, may participate in any meeting of such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at the meeting. Any such committee, to the extent provided in the resolutions creating the same, shall have and may exercise the powers of the Board in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers which may require it, but no such committee shall have the power or authority to amend the Charter, adopt an agreement of merger or consolidation, recommend to the Stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommend to the Stockholders a dissolution of the Corporation or a revocation of a dissolution or amend the By-Laws, and, unless the resolution creating the same so provides, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. Each committee shall keep written minutes of its proceedings and shall report such proceedings minutes to the Lazard Board when required. A majority of any committee may determine its action and fix the time and place of its meetings, unless the Lazard Board shall otherwise provide. Notice of All such meetings proceedings shall be given subject to each member of alteration or revision by the committee in the manner provided for in Section 3.02(d). The Lazard Board shall have power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee. Nothing herein shall be deemed to prevent the Lazard Board from appointing one or more committees consisting in whole or in part of persons who are not Directors of the CompanyBoard; provided, however, that no third parties shall not be prejudiced by such committee shall have revision or may exercise any authority of the Lazard Board. Notwithstanding anything herein to the contrary, no committee (including the Executive Committee) shall have the power or authority (i) to remove, or to request the resignation or retirement of, the Chairman of the Board or the Chief Executive Officer from such office or (ii) to revoke, reduce or limit the powers or authorities delegated or otherwise granted to the Chairman of the Board or the Chief Executive Officer, which actions may only be taken by the Lazard Board in accordance with this Section 3.02alteration.

Executive and Other Committees. The Lazard Board mayof Directors, by resolution adopted by the affirmative vote of a majority of the Lazard Board number of Directors required at the time to constitute a full board as fixed in or determined pursuant to these by-laws as then in officeeffect, may designate two or more of its members to constitute an Executive Committee to Committee, which committee shall, when the Board of Directors is not in session, have and may exercise, subject to applicable provisions the extent provided by resolution of lawthe Board of Directors, from time to time, all the powers of the Lazard Board in of Directors (including all action which may be taken by the management Board of Directors as by law, by the certificate of incorporation or by the by-laws provided) insofar as such powers may be lawfully delegated, and may have power to authorize the seal of the business and affairs corporation to be affixed to all papers which may require it. The Board of Directors, by the affirmative vote of a majority of the Company when number of Directors required at the Lazard time to constitute a full board as fixed in or determined pursuant to these by-laws as then in effect, may also appoint other committees, the members of which may, but need not, be Directors, the number composing such committees, not less than two, and the powers (to be advisory only if all the members are not Directors) conferred upon them to be determined by resolution of the Board is not of Directors. No committee shall have power or authority in sessionreference to amending the certificate of incorporation, including without limitation adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation's property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the by-laws; and unless the resolution shall expressly so provide, no committee shall have the power or authority to make distributions, declare a dividend or to authorize the issuance of Interests if and to stock. Vacancies in the extent permitted membership of committees shall be filled by this Agreement and to approve mergers the Board of Directors at a regular meeting or at a special meeting. At any meeting of any committee a majority of the Companywhole committee shall constitute a quorum and except as otherwise provided by statute or by the certificate of incorporation or by the by-laws the affirmative vote of at least a majority of the members present at a meeting at which there is a quorum shall be the act of the committee. The Secretary of the corporation, and mayor in his absence, an Assistant Secretary, or other person designated by resolution similarly adopteda committee, designate one or more other committeesshall act as secretary of such committee. The Executive Committee and each such other committee shall consist of two or more Directors of the Company. The Lazard Board may designate one or more Directors other committees, except as alternate members of any committee, who may replace any absent or disqualified member at any meeting otherwise provided by resolution of the committee. Any such committeeBoard of Directors, other than the Executive Committee (the powers of which are expressly provided for herein), may to the extent permitted by law exercise such powers and shall have such responsibilities as shall be specified in the designating resolution. In the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the Lazard Board to act at the meeting in the place of any such absent or disqualified member. Each committee shall keep written minutes of its proceedings and shall report such proceedings to the Lazard Board when required. A majority of any committee may determine its action and fix the time and place of its meetingsmeetings within or without the State of Delaware, unless shall adopt its own rules and procedure, and shall keep a record of its acts and proceedings and report the Lazard Board shall otherwise provide. Notice of such meetings shall be given to each member of the committee in the manner provided for in Section 3.02(d). The Lazard Board shall have power at any same from time to fill vacancies in, to change the membership of, or to dissolve any such committee. Nothing herein shall be deemed to prevent the Lazard Board from appointing one or more committees consisting in whole or in part of persons who are not Directors of the Company; provided, however, that no such committee shall have or may exercise any authority of the Lazard Board. Notwithstanding anything herein time to the contrary, no committee (including the Executive Committee) shall have the power or authority (i) to remove, or to request the resignation or retirement of, the Chairman Board of the Board or the Chief Executive Officer from such office or (ii) to revoke, reduce or limit the powers or authorities delegated or otherwise granted to the Chairman of the Board or the Chief Executive Officer, which actions may only be taken by the Lazard Board in accordance with this Section 3.02Directors.

Executive and Other Committees. The Lazard Board of Directors may, by resolution adopted passed by a majority of the Lazard whole Board then in officeof Directors, designate an Executive Committee and one or more other committees, each such committee to exerciseconsist of one or more directors as the Board of Directors may from time to time determine. Any such committee, subject to applicable provisions of lawthe extent provided in such resolution or resolutions, shall have and may exercise all the powers and authority of the Lazard Board of Directors in the management of the business and affairs of the Company when Corporation between meetings of the Lazard Board is not in sessionof Directors, including without limitation the power to authorize the seal of the Corporation to be affixed to all papers that may require it; but no such committee shall have such power or authority to amend the Certificate of Incorporation, adopt an agreement of merger or consolidation, recommend to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommend to the stockholders a dissolution of the Corporation or a revocation of a dissolution, amend the Bylaws or otherwise to act (other than to make distributionsrecommendations) where it is provided by law or by the Certificate of Incorporation that any vote or action, in order to bind the Corporation, shall be taken by the Directors, and unless the resolution creating such committee or the Certificate of Incorporation shall expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of Interests if stock or adopt a certificate of ownership and merger pursuant to the extent permitted by this Agreement and to approve mergers Section 253 of the Company, and may, by resolution similarly adopted, designate one or more other committees. The Executive Committee and each such other committee shall consist of two or more Directors General Corporation Law of the Company. The Lazard Board may designate one or more Directors as alternate members State of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, other than the Executive Committee (the powers of which are expressly provided for herein), may to the extent permitted by law exercise such powers and shall have such responsibilities as shall be specified in the designating resolutionDelaware. In the absence or disqualification of any a member of such committee or committeesa committee, the member or number of members thereof present at any meeting and not disqualified from voting, whether or not constituting he or they constitute a quorum, may unanimously appoint another member of the Lazard Board of Directors to act at the meeting in the place of any such absent or disqualified member. Each such committee shall keep written minutes of its proceedings and shall report such proceedings to other than the Lazard Board when required. A majority of any committee may determine its action and fix the time and place of its meetings, unless the Lazard Board shall otherwise provide. Notice of such meetings shall be given to each member of the committee in the manner provided for in Section 3.02(d). The Lazard Board Executive Committee shall have power at any such name as may be determined from time to fill vacancies in, to change the membership of, or to dissolve any such committee. Nothing herein shall be deemed to prevent the Lazard Board from appointing one or more committees consisting in whole or in part of persons who are not Directors of the Company; provided, however, that no such committee shall have or may exercise any authority of the Lazard Board. Notwithstanding anything herein to the contrary, no committee (including the Executive Committee) shall have the power or authority (i) to remove, or to request the resignation or retirement of, the Chairman of time by the Board or the Chief Executive Officer from such office or (ii) to revoke, reduce or limit the powers or authorities delegated or otherwise granted to the Chairman of the Board or the Chief Executive Officer, which actions may only be taken by the Lazard Board in accordance with this Section 3.02Directors.

Executive and Other Committees. The Lazard Board of Directors may, by ------------------------------ resolution adopted by a majority of the Lazard Board then in officewhole Board, designate an Executive Committee Committee, and one or more additional committees, to exercise, subject to applicable provisions of law, all the such powers of the Lazard Board in the management of the business and affairs of the Company when the Lazard Board is not as set forth in sessionsaid resolution, including without limitation but no such committee shall have the power to make distributions, to authorize the issuance of Interests if and or authority in reference to the extent permitted by this Agreement and following matters: (i) approving or adopting, or recommending to approve mergers the stockholders, any action or matter expressly required to be submitted to the stockholders for approval or (ii) adopting, amending or repealing any Bylaw of the Company, and may, by resolution similarly adopted, designate one or more other committees. The Executive Committee and each such other committee shall consist of two or more Directors directors of the Company. The Lazard Board of Directors may designate one or more Directors directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, other than the Executive Committee (the powers of which are expressly provided for herein), committee may to the extent permitted by law exercise such powers and shall have such responsibilities as shall be specified in the designating resolution. In the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the Lazard Board of Directors to act at the meeting in the place of any such absent or disqualified member. Each committee shall keep written minutes of its proceedings and shall report such proceedings to the Lazard Board of Directors when required. A majority of any committee may determine its action and fix the time and place of its meetings, unless the Lazard Board of Directors shall otherwise provide. Notice of such meetings shall be given to each member of the committee in the manner provided for in Section 3.02(d)Paragraph 3.6 of these Bylaws. The Lazard Board of Directors shall have power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee. Nothing herein shall be deemed to prevent the Lazard Board of Directors from appointing one or more committees consisting in whole or in part of persons who are not Directors directors of the Company; provided, however, that no such committee shall have or may exercise any authority of the Lazard Board. Notwithstanding anything herein to the contrary, no committee (including the Executive Committee) shall have the power or authority (i) to remove, or to request the resignation or retirement of, the Chairman Board of the Board or the Chief Executive Officer from such office or (ii) to revoke, reduce or limit the powers or authorities delegated or otherwise granted to the Chairman of the Board or the Chief Executive Officer, which actions may only be taken by the Lazard Board in accordance with this Section 3.02Directors.

Executive and Other Committees. The Lazard Board of Directors may, ,by resolution adopted of a majority of the Board,designate an Executive Committee and one or more other 1912172_1.DOC 5 Xxxxx Memorial Hospital Corporation • ELN:00-0000000 committees,each consisting of three(3)or more Directors,each of which committees may act by a majority of the Lazard Board then in office, designate an its members. Any Executive Committee to exercise, subject to applicable provisions of law, shall include at least one(1)Authority Appointed Director. Such Executive Committee shall have and may exercise all the powers of the Lazard Board of Directors in the management of the business and affairs of the Company Corporation when the Lazard Board is not meeting,and each other committee shall have such powers of the Board and otherwise as provided in session, including without limitation the power to make distributions, to authorize the issuance of Interests if and resolution establishing such committee. Notwithstanding anything to the extent permitted by this Agreement and to approve mergers of contrary herein,the Company, and may, by resolution similarly adopted, designate one or more other committees. The Executive Committee and all other committees established by the Board shall have no power to:(a)amend the Articles of Incorporation or these Bylaws;(b)adopt a plan of merger or consolidation;(c)sell,lease,exchange,or otherwise dispose of all or substantially all of the assets of the Corporation;(d)terminate or enter into any sublease under the Authority Lease;or(e)voluntarily dissolve or revoke a voluntary dissolution of the Corporation. Each Committee shall select a Committee Chairperson,who shall be a member of the Board of Directors and shall have the following responsibilities and powers with respect to the Committee: (a) Coordinate committee activities through the designated management liaison; (b) Prepare an agenda for each committee meeting; (c) Preside or designate an alternate to preside at committee meetings; (d) Provide for maintenance of official records of the committee and appoint a secretary of the committee for that purpose; (e) Report committee activities and recommendations to the Board at its regular meetings; (f) Delegate specific responsibilities among committee members;and (g) Appoint members to subcommittees as necessary. A committee shall limit its activities to the task or tasks for which the committee is organized and will have only such authority and responsibility as specifically conferred upon it by the Board. All committees shall be subject to the control and general supervision of the Board. Unless otherwise specifically permitted by the Board of Directors,the rules promulgated by these Bylaws with respect to meetings of Directors,notice,quorums,voting,and other procedures at such meeting shall be applicable to meetings of the Executive Committee and any other committee shall consist established by the Board of two or more Directors Directors. 1912172 1.noc 6 Xxxxx Memorial Hospital Corporation EIN:00-0000000 ARTICLE V Officers of the CompanyBoard of Directors 5.1 &gam. The Lazard officers of the Board may designate one or more of Directors as alternate members shall be a Chairperson and a Vice Chairperson,each of any committee, who may replace any absent or disqualified member whom shall be elected by the Board of Directors from its own membership for a one(1)year term of office at any the annual meeting of the committeeBoard of Directors. Any such committee, other than the Executive Committee (the powers of which are expressly provided for herein), may Subject to the extent permitted by law exercise such powers and shall have such responsibilities as shall be specified in the designating resolution. In the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the Lazard Board to act at the meeting in the place of any such absent or disqualified member. Each committee shall keep written minutes of its proceedings and shall report such proceedings to the Lazard Board when required. A majority of any committee may determine its action and fix the time and place of its meetings, unless the Lazard Board shall otherwise provide. Notice of such meetings shall be given to each member of the committee in the manner provided for in Section 3.02(d). The Lazard Board shall have power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee. Nothing herein shall be deemed to prevent the Lazard Board from appointing one or more committees consisting in whole or in part of persons who are not Directors of the Company; provided, however, that no such committee shall have or may exercise any authority of the Lazard Board. Notwithstanding anything herein to the contrary, no committee (including the Executive Committee) shall have the power or authority (i) to remove, or to request the resignation or retirement of, the Chairman 4.9,Officers of the Board or may serve unlimited terms in the Chief Executive Officer from such office or (ii) to revoke, reduce or limit the powers or authorities delegated or otherwise granted to the Chairman of the Board or the Chief Executive Officer, which actions may only be taken by the Lazard Board in accordance with this Section 3.02.same office. 5.2

Executive and Other Committees. The Lazard Board may, by resolution adopted by a majority of the Lazard Board then in office, designate an Executive Committee to exercise, subject to applicable provisions of law, all the powers of the Lazard Board in the management of the business and affairs of the Company when the Lazard Board is not in session, including without limitation the power to make distributions, to authorize the issuance of Interests if and to the extent permitted by this Agreement and to approve mergers of the Company, and may, by resolution similarly adopted, designate one or more other committees. The Executive Committee and each such other committee shall consist of two or more Directors of the Company. The Lazard Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, other than the Executive Committee (the powers of which are expressly provided for herein), may to the extent permitted by law exercise such powers and shall have such responsibilities as shall be specified in the designating resolution. In the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the Lazard Board to act at the meeting in the place of any such absent or disqualified member. Each committee shall keep written minutes of its proceedings and shall report such proceedings to the Lazard Board when required. A majority of any committee may determine its action and fix the time and place of its meetings, unless the Lazard Board shall otherwise provide. Notice of such meetings shall be given to each member of the committee in the manner provided for in Section 3.02(d). The Lazard Board shall have power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee. Nothing herein shall be deemed to prevent the Lazard Board from appointing one or more committees consisting in whole or in part of persons who are not Directors of the Company; provided, however, that that, except as set forth in the following sentence, no such committee shall have or may exercise any authority of the Lazard Board. Notwithstanding anything Except as specifically set forth herein regarding the Managing Members, with respect to any and all matters hereunder relating to the contraryPIPR Interests, no committee (including the Executive Committee) shall have determinations, allocations, valuations and other matters contemplated by Section 5.05 and all determinations pursuant to any PIPR Agreement, any provision hereunder requiring the power act or authority (i) to remove, or to request the resignation or retirement of, the Chairman approval of the Lazard Board shall be deemed satisfied (with respect to such act or the Chief Executive Officer from such office or (ii) to revoke, reduce or limit the powers or authorities delegated or otherwise granted to the Chairman approval of the Board Lazard Board) if the act or the Chief Executive Officer, which actions may only be approval is taken or approved by the Lazard Board in accordance with this Section 3.02or by the Compensation Committee.

Executive and Other Committees. The Lazard Board maydirectors may create an executive committee or any other committee of directors, to consist of one or more directors (subject to any other requirements as to the number of directors serving on a committee that may be imposed by resolution adopted law or the rules and regulations of the Securities and Exchange Commission or any other regulatory authority), and may authorize the delegation to such executive committee or other committees of any of the authority of the directors, however conferred, other than that of filling vacancies among the directors or in the executive committee or in any other committee of the directors. Such executive committee or any other committee of directors shall serve at the pleasure of the directors, shall act only in the intervals between meetings of the directors, and shall be subject to the control and direction of the directors. Such executive committee or other committee of directors may act by a majority of its members at a meeting or by a writing or writings signed by all of its members. Any act or authorization of any act by the Lazard Board then in office, designate an Executive Committee executive committee or any other committee within the authority delegated to exercise, subject to applicable provisions of law, it shall be as effective for all purposes as the powers act or authorization of the Lazard Board in the management directors. No notice of the business and affairs of the Company when the Lazard Board is not in session, including without limitation the power to make distributions, to authorize the issuance of Interests if and to the extent permitted by this Agreement and to approve mergers of the Company, and may, by resolution similarly adopted, designate one or more other committees. The Executive Committee and each such other committee shall consist of two or more Directors of the Company. The Lazard Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any a meeting of the committee. Any such committee, executive committee or of any other than the Executive Committee (the powers committee of which are expressly provided for herein), may to the extent permitted by law exercise such powers and shall have such responsibilities as directors shall be specified in required. A meeting of the designating resolution. In the absence executive committee or disqualification of any other committee of directors may be called only by the chairman of the board, chief executive officer or president or by a member of such executive or other committee of directors. Meetings of the executive committee or committees, of any other committee of directors may be held through any communications equipment if all persons participating can hear each other and participation in such a meeting shall constitute presence thereat. RECOMMENDATION AND VOTE The proposed amendment to Section 2.10 of our Code of Regulations requires the member or members thereof present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member affirmative vote of the Lazard Board to act at the meeting in the place holders of any such absent or disqualified member. Each committee shall keep written minutes of its proceedings and shall report such proceedings to the Lazard Board when required. A a majority of any committee may determine its action our outstanding common shares on the Record Date. Proxies will be voted for the amendment unless contrary instructions are set forth on your proxy. Abstentions and fix the time and place of its meetings, unless the Lazard Board shall otherwise provide. Notice of such meetings shall be given to each member of the committee in the manner provided for in Section 3.02(d). The Lazard Board shall have power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee. Nothing herein shall be deemed to prevent the Lazard Board from appointing one or more committees consisting in whole or in part of persons who are not Directors of the Company; provided, however, that no such committee shall have or may exercise any authority of the Lazard Board. Notwithstanding anything herein to the contrary, no committee (including the Executive Committee) shall broker non-votes will have the power or authority (i) to remove, or to request same legal effect as a vote against the resignation or retirement of, the Chairman of the Board or the Chief Executive Officer from such office or (ii) to revoke, reduce or limit the powers or authorities delegated or otherwise granted to the Chairman of the Board or the Chief Executive Officer, which actions may only be taken by the Lazard Board in accordance with this Section 3.02.proposed

Executive and Other Committees. The Lazard Board of Directors may, by resolution adopted by a majority of the Lazard Board then in officeWhole Board, designate an Executive Committee to exercise, subject to applicable provisions of law, all the powers of the Lazard Board in the management of the business and affairs of the Company Corporation when the Lazard Board is not in session, including without limitation the power to make distributionsdeclare dividends, to authorize the issuance of Interests if the Corporation’s capital stock and to the extent permitted by this Agreement adopt a certificate of ownership and merger pursuant to approve mergers Section 253 of the CompanyDGCL, and may, by resolution similarly adopted, designate one or more other committees. The Executive Committee and each such other committee shall consist of two or more Directors directors of the CompanyCorporation. The Lazard Board may designate one or more Directors directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, other than the Executive Committee (the powers of which are expressly provided for herein), may to the extent permitted by law exercise such powers and shall have such responsibilities as shall be specified in the designating resolution. In the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the Lazard Board to act at the meeting in the place of any such absent or disqualified member. Each committee shall keep written minutes of its proceedings and shall report such proceedings to the Lazard Board when required. A majority of any committee may determine its action and fix the time and place of its meetings, unless the Lazard Board shall otherwise provide. Notice of such meetings shall be given to each member of the committee in the manner provided for in Section 3.02(d)3.5 of these Bylaws. The Lazard Board shall have power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee. Nothing herein shall be deemed to prevent the Lazard Board from appointing one or more committees consisting in whole or in part of persons who are not Directors directors of the CompanyCorporation; provided, however, that no such committee shall have or may exercise any authority of the Lazard Board. Notwithstanding anything herein to the contrary, no committee (including the Executive Committee) shall have the power or authority (i) to remove, or to request the resignation or retirement of, the Chairman of the Board or the Chief Executive Officer from such office or (ii) to revoke, reduce or limit the powers or authorities delegated or otherwise granted to the Chairman of the Board or the Chief Executive Officer, which actions may only be taken by the Lazard Board in accordance with this Section 3.02.

Executive and Other Committees. The Lazard Board of Directors may, by resolution adopted passed by a majority of the Lazard whole Board then in officeof Directors, designate an Executive Committee and one or more other committees, each such committee to exerciseconsist of one or more directors as the Board of Directors may from time to time determine. Any such committee, subject to applicable provisions of lawthe extent provided in such resolution or resolutions, shall have and may exercise all the powers and authority of the Lazard Board of Directors in the management of the business and affairs of the Company when Corporation between meetings of the Lazard Board is not in sessionof Directors, including without limitation the power to authorize the seal of the Corporation to be affixed to all papers that may require it; but no such committee shall have such power or authority to amend the Certificate of Incorporation, adopt an agreement of merger or consolidation, recommend to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommend to the stockholders a dissolution of the Corporation or a revocation of a dissolution, amend the Bylaws or otherwise to act (other than to make distributionsrecommendations) where it is provided by law or by the Certificate of Incorporation that any vote or action, in order to bind the Corporation, shall be taken by the Directors, and unless the resolution creating such committee or the Certificate of Incorporation shall expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of Interests if stock or adopt a certificate of ownership and merger pursuant to the extent permitted by this Agreement and to approve mergers Section 253 of the Company, and may, by resolution similarly adopted, designate one or more other committees. The Executive Committee and each such other committee shall consist of two or more Directors General Corporation Law of the Company. The Lazard Board may designate one or more Directors as alternate members State of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, other than the Executive Committee (the powers of which are expressly provided for herein), may to the extent permitted by law exercise such powers and shall have such responsibilities as shall be specified in the designating resolutionDelaware. In the absence or disqualification of any a member of such committee or committeesa committee, the member or number of members thereof present at any meeting and not disqualified from voting, whether or not constituting he or they constitute a quorum, may unanimously appoint another member of the Lazard Board of Directors to act at the meeting in the place of any such absent or disqualified member. Each such committee other than the Executive Committee shall have such name as may be determined from time to time by the Board of Directors. A majority of the committee shall constitute a quorum for the transaction of business at any meeting for which written notice has been given to all members or for which notice has been waived by all members. Each such committee shall keep written minutes a record of its proceedings and shall report such proceedings to may hold meetings upon one (1) day’s written notice or upon waiver of notice signed by all of the Lazard Board when required. A majority of any committee may determine its action and fix the time and place of its meetings, unless the Lazard Board shall otherwise provide. Notice of such meetings shall be given to each member members of the committee in the manner provided for in Section 3.02(d). The Lazard Board shall have power at any time to fill vacancies in, to change the membership of, either before or to dissolve any such committee. Nothing herein shall be deemed to prevent the Lazard Board from appointing one or more committees consisting in whole or in part of persons who are not Directors of the Company; provided, however, that no such after said committee shall have or may exercise any authority of the Lazard Board. Notwithstanding anything herein to the contrary, no committee (including the Executive Committee) shall have the power or authority (i) to remove, or to request the resignation or retirement of, the Chairman of the Board or the Chief Executive Officer from such office or (ii) to revoke, reduce or limit the powers or authorities delegated or otherwise granted to the Chairman of the Board or the Chief Executive Officer, which actions may only be taken by the Lazard Board in accordance with this Section 3.02meeting.