LAZARD LLC
May 20, 2005
Trustees of The Cranberry Dune 1998
Long-Term Trust
c/o Wilmington Trust Company
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 19890
Dear Sirs and Madam:
This letter agreement sets forth the mutual understanding between
Lazard LLC ("Lazard" on its behalf and on behalf of its subsidiaries and
affiliates (collectively with Lazard, and its and their predecessors and
successors, the "Lazard Group") and the Trustees of The Cranberry Dune 1998
Long-Term Trust under agreement dated as of December 17, 1998, between Xxxxx
Xxxxxxxxxxx, as Donor, and Xxxxxx X. Xxxxxxxxxxx, Xxxxxx Xxxxxx Xxxxxxxxxxx,
Xxxxxxx X. Xxxxxx, and Wilmington Trust Company, as Trustees (the "Family
Trust"), regarding the rights and obligations applicable to the Exchangeable
Interests (as defined in the Agreement Relating to the Reorganization of
Lazard by and between Lazard and Xxxxx Xxxxxxxxxxx (the "Reorganization
Agreement")) that are held in the Family Trust as set forth on Schedule I
attached hereto as a result of the reorganization of Lazard (the
"Reorganization"), that occurred on May 10, 2005 substantially on the terms
and conditions described in Amendment No. 4 to the Registration Statement on
Form S-1, dated April 18, 2005, as filed with the Securities and Exchange
Commission, relating to the initial public offering (the "IPO") and together
with the Reorganization and the consummation of the mandatory sale of all
"Interests" (as defined in the LLC Agreement) pursuant to Section 6.02(b) of
the LLC Agreement (as the provisions of such Section 6.02(b) may be waived or
modified) or otherwise (the "HoldCo Formation"), of shares of Class A common
stock of Lazard Ltd, a Bermuda limited company ("PubliCo").
The Exchangeable Interests held by the Family Trust shall be treated
in the same manner as, and have the same rights and obligations as, the
Exchangeable Interests held by the Executive as of the date of the
Reorganization as set forth in the Reorganization Agreement; provided that,
for purposes of the Exchangeable Interests held by the Family Trust,
references in the Reorganization Agreement to the "Executive" shall be deemed,
where appropriate, to be or include references to the Family Trust, whether or
not this is expressly specified in the relevant provisions of the
Reorganization Agreement; provided further, for the avoidance of doubt, that
references in the Reorganization Agreement to the Executive's continued
employment or service with Lazard or one of its affiliates shall be references
to Xx. Xxxxxxxxxxx only.
To the extent required of Xx. Xxxxxxxxxxx and requested by the Lazard
Group, the Family Trust shall become a party to or otherwise agree to be bound
by the terms of any agreements referred to in the Reorganization Agreement,
including without limitation the stockholders' agreement referred to in
Section 2(d) thereof, or required to be entered into in connection with the
Reorganization or HoldCo Formation, and the Lazard Group may condition its
obligations in respect of the Exchangeable Interests held by the Family Trust
on the satisfaction by the Family Trust of the foregoing requirement.
Lazard hereby agrees that following the HoldCo Formation and subject
to the completion of the IPO, it will nominate to the board of directors of
PubliCo one person designated by the Family Trust (or its designee) until such
time as (1) the PubliCo Shares then owned, directly or indirectly, by the
Family Trust or any beneficiaries thereof (in the aggregate), plus (2) the
PubliCo Shares issuable under the terms of any Exchangeable Interests issued
by the Lazard Group then owned, directly or indirectly, by the Family Trust or
any beneficiaries thereof (in the aggregate), constitute less than 50% of the
PubliCo Shares issuable under the terms of any Exchangeable Interests
initially issued by the Lazard Group in connection with the HoldCo Formation
and held by the Family Trust (in the aggregate) as of the IPO Date.
This Agreement shall be governed by and construed in accordance with
the laws of the State of New York, without regard to principles of conflict of
laws which could cause the application of the law of any jurisdiction other
than the State of New York. This Agreement may not be amended or modified,
other than by a written agreement executed by the parties hereto. This
Agreement shall be binding upon and inure to the benefit of Lazard and the
Family Trust and their respective successors and assigns.
Each of Lazard and the trustees of the Family Trust, intending to be
legally bound, has caused this letter agreement to be executed and delivered
in its name and on its behalf as of the date first above written.
LAZARD LLC
(on its behalf, and on behalf of its
subsidiaries and affiliates and their
successors and assigns)
By: /s/ Xxxxxxx X. Xxxxxxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Chief Financial Officer
XXXXX XXXXX, as Trustee for The
Cranberry Dune 1998 Long-Term
Trust
/s/ Xxxxx Xxxxx
-------------------------------------
Name: Xxxxx Xxxxx
Title: Trustee
