AMENDMENT NO. 2 TO THE OPERATING AGREEMENT OF LAZARD GROUP LLC
AMENDMENT
NO. 2
TO
OF
This AMENDMENT NO. 2 (this “Amendment”) to the
Operating Agreement of Lazard Group LLC, a Delaware limited liability company,
dated as of May 10, 2005, as amended by Amendment No. 1 dated as of December 19,
2005 (such agreement, as so amended, the “Operating
Agreement”), is entered into as of May 7, 2008.
WHEREAS, the Lazard Board (such term
and all other capitalized terms used but not defined herein shall have the
meanings ascribed thereto in the Operating Agreement), each Managing Member, the
Lazard Ltd Board and the Lazard Ltd Nominating Committee desire to amend the
Operating Agreement as set forth in this Amendment.
NOW, THEREFORE, it is hereby agreed as
follows:
1. AMENDMENTS.
(a) Section 1.01 of the Operating
Agreement is hereby amended by (i) deleting the definition of “Lazard Ltd
Nominating Committee” and (ii) inserting the following in place
thereof:
““Lazard Ltd Nominating
Committee” means the Nominating and Governance Committee of the Lazard
Ltd Board.”
(b) Section 3.02(d) of the Operating
Agreement is hereby amended by (i) deleting the last sentence in its entirety
and (ii) inserting the following in place thereof:
“Notwithstanding
anything to the contrary set forth herein, notice of any meeting of the Lazard
Board to resolve or act upon anything relating to (1) the removal of, or any
request for the resignation or retirement of, the Chairman of the Board or the
Chief Executive Officer from such office or (2) any revocation, reduction or
limitation of the powers or authorities delegated or otherwise granted to the
Chairman of the Board or the Chief Executive Officer shall in each case be
deemed adequately delivered only if given to each of the Directors and, if such
person is not a Director, the Chairman of the Board or Chief Executive Officer,
as applicable, in each case in accordance with this Section 3.02(d) reasonably
in advance of such meeting (which shall, in any event, not require more than
five (5) days notice) (it being understood that, absent waiver by the Chief
Executive Officer in writing, the failure to provide adequate notice in
accordance with this sentence shall invalidate any action or resolution of the
Lazard Board to remove, or to request the resignation or retirement of, the
Chairman of the Board or the Chief Executive Officer from such office or to
revoke, reduce or limit the powers or authorities delegated or otherwise granted
to the Chairman of the Board or the Chief Executive Officer taken at such
meeting).”
(c) Section 3.02(f) of the Operating
Agreement is hereby amended by (i) deleting the proviso and (ii) inserting the
following in place thereof:
“provided, however, that,
notwithstanding anything herein to the contrary, any action or resolution of the
Lazard Board (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 shall in each case
require (1) the approval of the Board of Directors of Lazard Ltd (the “Lazard Ltd Board”) in
accordance with Article 24 of the Lazard Ltd Bye-Laws and (2) after the approval
set forth in clause (1) of this proviso has been so obtained, the affirmative
vote of a majority of the Directors then in office, to be an act of the Lazard
Board.”
2. BINDING
EFFECT. This Amendment shall be binding upon, and shall inure
to the benefit of, all parties to the Operating Agreement and their respective
successors and assigns.
3. EXECUTION IN
COUNTERPARTS. This Amendment may be executed in counterparts,
each of which shall be deemed an original, but all of which shall constitute one
and the same instrument.
4. INVALIDITY OF
PROVISIONS. If any provision of this Amendment is declared or
found to be illegal, unenforceable or void, in whole or in part, then the
parties shall be relieved of all obligations arising under such provision, but
only to extent that it is illegal, unenforceable or void, it being the intent
and agreement of the parties that this Amendment shall be deemed amended by
modifying such provision to the extent necessary to make it legal and
enforceable while preserving its intent or, if that is not possible, by
substituting therefor another provision that is legal and enforceable and
achieves the same objectives, and the validity or enforceability of any other
provision hereof shall not be affected thereby.
5. AGREEMENT IN EFFECT;
EFFECTIVENESS. Except as hereby amended, the Operating Agreement shall
remain in full force and effect. This Amendment shall be effective as
of the date first written above.
6. GOVERNING LAW. This
Amendment shall be governed by, and interpreted in accordance with, the laws of
the State of Delaware, all rights and remedies being governed by such laws
without regard to principles of conflicts of laws.
IN WITNESS WHEREOF, the undersigned,
acting pursuant to the power of attorney provided for by Section 10.10 of the
Operating Agreement and the resolutions of (i) the Lazard Board adopted on
February 26, 2008, (ii) each Managing Member adopted on May 5, 2008, (iii) the
Lazard Ltd Nominating Committee adopted on February 26, 2008 and (iv) the Lazard
Ltd Board adopted on February 26, 2008, has duly executed this Amendment on
behalf of all Members as of the date first written above.
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by
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/s/
Xxxxx X. Xxxxxxx
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Name:
Xxxxx X. Xxxxxxx
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Title:
General Counsel
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