LAZARD ASSET MANAGEMENT LLC 30 Rockefeller Plaza New York, New York 10112 April 13, 2011

Exhibit 99 (d)(2)

LAZARD ASSET MANAGEMENT LLC
00 Xxxxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000

                                                                                 April 13, 2011

Lazard Retirement Series, Inc.
00 Xxxxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000

Re:     Letter of Agreement

Ladies and Gentlemen:

Lazard Asset Management LLC ("XXX"), intending to be legally bound, hereby confirms its agreement as follows in respect of each of the portfolios (each, a "Portfolio") of Lazard Retirement Series, Inc. (the "Fund") set forth on Schedule A hereto:

For the period from May 1, 2011 through April 30, 2012, if the aggregate direct expenses of a Portfolio, exclusive of taxes, brokerage, interest on borrowings, fees and expenses of "Acquired Funds" (as defined in Form N-1A) and extraordinary expenses, but including the management fee stated in the Investment Management Agreement between XXX and the Fund, on behalf of the Portfolios (the "Investment Management Agreement"), exceed the percentage of the value of the Portfolio's average daily net assets set forth opposite the Portfolio's name on Schedule A hereto, the Fund, on behalf of the Portfolio, may deduct from the payment to be made to XXX under the Investment Management Agreement, or XXX will bear, such excess expense.

This Agreement is effective immediately. This Agreement may only be amended by agreement of the Fund and XXX to lower the net amounts shown and will terminate automatically in the event of termination of the Investment Management Agreement.

LAZARD ASSET MANAGEMENT LLC
By:	/s/ Xxxxxx Xxxxxxx
	Xxxxxx Xxxxxxx,
	Managing Director

Accepted and Agreed To:

LAZARD RETIREMENT SERIES, INC.,
on behalf of each of the Portfolios
set forth on Schedule A hereto

By:	/s/ Xxxxxxx St. Xxxxx
	Xxxxxxx Xx. Xxxxx,
	Treasurer

SCHEDULE A

		Maximum Total Portfolio
		Operating Expenses
		(as a percentage of
		average daily net assets)
Name of Portfolio	Service Shares		Investor Shares
Lazard Retirement U.S. Equity Value Portfolio	1.00%		0.75%
Lazard Retirement U.S. Strategic Equity Portfolio	1.00%		0.75%
Lazard Retirement U.S. Small-Mid Cap Equity Portfolio	1.25%		1.00%
Lazard Retirement Global Listed Infrastructure Portfolio	1.55%		1.30%
Lazard Retirement International Equity Portfolio	1.25%		1.00%
Lazard Retirement International Equity Select Portfolio	1.40%		1.15%
Lazard Retirement International Strategic Equity Portfolio	1.40%		1.15%
Lazard Retirement International Small Cap Equity Portfolio	1.38%		1.13%
Lazard Retirement Emerging Markets Equity Portfolio	1.60%		1.35%
Lazard Retirement Developing Markets Equity Portfolio	1.55%		1.30%
Lazard Retirement Emerging Markets Equity Blend Portfolio	1.60%		1.35%
Lazard Retirement Capital Allocator Opportunistic
Strategies Portfolio	1.27%		1.02%